-----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, D8W9wQJqM2a4wFsADrB88EabOSc4f4C2QgeJ7TkPOE8EpTSPXrLRyOzCEM6Hvab1 Le29cDi2LJBQE7Lo/4JFNw== 0000950134-97-005243.txt : 19970711 0000950134-97-005243.hdr.sgml : 19970711 ACCESSION NUMBER: 0000950134-97-005243 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970531 FILED AS OF DATE: 19970710 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORWOOD PROMOTIONAL PRODUCTS INC CENTRAL INDEX KEY: 0000902793 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 742553074 STATE OF INCORPORATION: TX FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-21800 FILM NUMBER: 97638639 BUSINESS ADDRESS: STREET 1: 70 NE LOOP 410 SUITE 295 STREET 2: THE RENAISSANCE PLAZA CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 2103419440 10-Q 1 FORM 10-Q FOR QUARTER ENDED MAY 31, 1997 1 United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-Q (MARK ONE) [x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Period Ended May 31, 1997 ------------ or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 for the Transition Period From to ----------- ----------- Commission file number 0-21800 ------- NORWOOD PROMOTIONAL PRODUCTS, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) TEXAS 74-2553074 ----- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 70 N.E. LOOP 410, SUITE 295 SAN ANTONIO, TEXAS 78216 - ------------------------------------------------------------------------------- (Address of Principal executive offices) (Zip Code) (210)341-9440 - ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - ------------------------------------------------------------------------------- (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 periods 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 [ ] Applicable Only to Corporate Issuers Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 5,046,616 shares of Common Stock, no par value, as of July 7, 1997. 2 NORWOOD PROMOTIONAL PRODUCTS, INC. INDEX TO FORM 10-Q QUARTER ENDED MAY 31, 1997
PAGE NO. -------- PART I. Financial Information Item 1. Interim Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Statements of Income 3 Condensed Consolidated Balance Sheets 4 Consolidated Statements of Cash Flows 5 Consolidated Statements of Shareholders' Equity 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. Other Information Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 12 SIGNATURES 13 Index to Exhibits 14
2 3 NORWOOD PROMOTIONAL PRODUCTS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED NINE MONTHS ENDED ----------------------- ----------------------- MAY 31, JUNE 1, MAY 31, JUNE 1, 1997 1996 1997 1996 ---------- ---------- ---------- ---------- Sales $ 54,391 $ 45,034 $ 133,837 $ 108,488 Cost of sales 39,334 31,379 96,702 75,749 ---------- ---------- ---------- ---------- Gross profit 15,057 13,655 37,135 32,739 Operating expenses 9,378 8,747 27,240 23,487 ---------- ---------- ---------- ---------- Operating income 5,679 4,908 9,895 9,252 Interest expense 988 765 2,593 2,634 ---------- ---------- ---------- ---------- Income before income taxes 4,691 4,143 7,302 6,618 Provision for income taxes 1,914 1,617 2,921 2,647 ---------- ---------- ---------- ---------- Net income $ 2,777 $ 2,526 $ 4,381 $ 3,971 ========== ========== ========== ========== Net income per common share: Primary $ 0.52 $ 0.44 $ 0.78 $ 0.82 Fully Diluted 0.52 0.44 0.78 0.82 Weighted average number of common shares outstanding: Primary 5,340 5,767 5,623 4,869 Fully Diluted 5,340 5,767 5,623 4,869
See accompanying notes. 3 4 NORWOOD PROMOTIONAL PRODUCTS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
MAY 31, 1997 AUGUST 31, 1996 ------------ --------------- ASSETS (UNAUDITED) (AUDITED) Current Assets: Cash and cash equivalents $ 1,079 $ 1,861 Accounts receivable 27,629 21,621 Other receivables 858 724 Inventories 33,430 31,823 Prepaid expenses and other current assets 3,065 2,231 ------------ ------------ Total current assets 66,061 58,260 Property, plant and equipment, net 20,857 19,585 Goodwill 39,612 35,266 Deferred income taxes 751 751 Other assets 8,775 7,514 ------------ ------------ Total assets $ 136,056 $ 121,376 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Trade accounts payable $ 14,410 $ 10,269 Accrued liabilities 5,061 5,920 Income taxes payable 1,168 129 Current portion of long-term debt 7,501 6,694 ------------ ------------ Total current liabilities 28,140 23,012 Long-term debt, excluding current portion 53,446 40,984 Shareholders' equity: Common stock, no par value; 20,000,000 shares authorized; 5,623,146 and 5,615,791 shares issued at May 31, 1997 and August 31, 1996, respectively 51,654 51,568 Additional paid-in capital 369 369 Less cost of treasury stock, 576,530 and 1,430 shares at May 31, 1997 and August 31, 1996, respectively (7,391) (8) Retained earnings 9,846 5,465 ------------ ------------ 54,478 57,394 Less receivables for purchase of common stock (8) (14) ------------ ------------ Total shareholders' equity 54,470 57,380 ------------ ------------ Total liabilities and shareholders' equity $ 136,056 $ 121,376 ============ ============
See accompanying notes. 4 5 NORWOOD PROMOTIONAL PRODUCTS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED, IN THOUSANDS)
NINE MONTHS ENDED ------------------------ MAY 31, JUNE 1, 1997 1996 ---------- ---------- OPERATING ACTIVITIES Net income $ 4,381 $ 3,971 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 3,197 2,064 Amortization 2,940 2,522 (Gain) loss on sale of property & equipment -- (20) Changes in operating assets and liabilities, net of effect of acquisitions: Accounts receivable (4,621) (3,964) Inventory (1,350) (2,150) Prepaid expenses and other (1,413) (523) Other receivables (134) 261 Accounts payable 2,051 (354) Accrued liabilities (1,197) (380) Income taxes payable 1,061 (55) ---------- ---------- Net cash provided by operating activities 4,915 1,372 INVESTING ACTIVITIES Business acquisitions, net of cash (8,229) (17,736) Purchase of property, plant & equipment (3,490) (3,116) Proceeds from retirement of property, plant & equipment 44 27 ---------- ---------- Net cash used in investing activities (11,675) (20,825) FINANCING ACTIVITIES Proceeds from long-term debt 61,140 50,450 Payments on long-term debt (47,871) (62,915) Debt refinancing fees -- (36) Proceeds on common stock options and shareholder notes 92 240 Purchase of treasury stock (7,383) -- Proceeds from stock offering -- 30,990 ---------- ---------- Net cash provided by financing activities 5,978 18,729 ---------- ---------- Net change in cash (782) (724) Cash at beginning of period 1,861 2,174 ---------- ---------- Cash at end of period $ 1,079 $ 1,450 ========== ==========
See accompanying notes 5 6 NORWOOD PROMOTIONAL PRODUCTS, INC. CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (UNAUDITED, IN THOUSANDS)
ADDITIONAL RECEIVABLES FOR COST TOTAL COMMON STOCK PAID-IN RETAINED PURCHASES OF OF TREASURY SHAREHOLDERS' SHARES AMOUNT CAPITAL EARNINGS COMMON STOCK STOCK EQUITY ---------- ---------- ---------- ---------- ---------- ---------- ---------- Balance at August 31, 1996 5,616 $ 51,568 $ 369 $ 5,465 $ (14) $ (8) $ 57,380 Exercise of common stock options 7 86 86 Payment on shareholder notes 6 6 Purchase of treasury stock (7,383) (7,383) Net income 4,381 4,381 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Balance at May 31, 1997 5,623 $ 51,654 $ 369 $ 9,846 $ (8) $ (7,391) $ 54,470 ========== ========== ========== ========== ========== ========== ==========
See accompanying notes 6 7 NORWOOD PROMOTIONAL PRODUCTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NINE MONTHS ENDED MAY 31, 1997 AND JUNE 1, 1996 1. SIGNIFICANT ACCOUNTS POLICIES The consolidated financial statements include the accounts of Air-Tex Corporation ("Air-Tex"), ArtMold Products Corporation ("ArtMold"), Barlow Promotional Products, Inc. ("Barlow"), Key Industries, Inc. ("Key"), Radio Cap Company, Inc. ("RCC"), Norwood Travel, Inc. and Norcorp, Inc. ("Norcorp") and have been presented in accordance with the reporting requirements for interim financial statements. Such requirements do not include all of the disclosures normally required by generally accepted accounting principles or those normally made in an Annual Report of the registrant on Form 10-K. The information furnished herein reflects all adjustments which, in the opinion of management, are of a normal recurring nature and necessary for a fair statement of the results of interim periods. Such results for interim periods are not necessarily indicative of the results to be expected for a full year, principally due to seasonal fluctuations in product line revenue. 2. INVENTORIES Inventories at May 31, 1997 and August 31, 1996 consist of (in thousands):
MAY 31, AUGUST 31, 1997 1996 ---------- ---------- Raw materials $ 10,859 $ 9,132 Work in process 1,011 1,099 Finished goods 21,560 21,592 ---------- ---------- Total $ 33,430 $ 31,823 ========== ==========
7 8 NORWOOD PROMOTIONAL PRODUCTS, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL The following is management's discussion and analysis of the results of operations and financial condition of Norwood Promotional Products, Inc. and its subsidiaries ("the Company") during the periods included in the accompanying consolidated financial statements. The discussion below relates to material changes in the results of operations for the three and nine months ended May 31, 1997 as compared to the same period ended June 1, 1996, and to material changes in the financial condition of the Company occurring since the prior fiscal year end of August 31, 1996. The Company's results of operations for the periods discussed below were significantly affected by the acquisitions of Ocean Specialty Manufacturing Corporation (acquired in November 1995), TEE-OFF Enterprises, Inc. (acquired in January 1996), Alpha Products, Inc. (acquired in April 1996) and Wesburn Golf (acquired in February 1997) (collectively referred to as the "fiscal 1996 and 1997 acquisitions"). For further information, refer to the Company's Annual Report on Form 10-K for the year ended August 31, 1996. THREE MONTHS ENDED MAY 31, 1997 COMPARED WITH THREE MONTHS ENDED JUNE 1, 1996 Sales for the third quarter of fiscal 1997 increased $9.4 million, or 20.8%, to $54.4 million from $45.0 million in the third quarter of fiscal 1996. Of this increase, $2.0 million was attributable to increased sales of the Company's core product lines which represents an increase of 5.6%, and $7.4 million was due to sales generated by the fiscal 1996 and 1997 acquisitions. Gross profit for the third quarter of fiscal 1997 increased $1.4 million, or 10.3%, to $15.1 million from $13.7 million in the third quarter of fiscal 1996. This increase was attributable to the fiscal 1996 and 1997 acquisitions and to improved margins on the Company's core businesses. Excluding the fiscal 1996 and 1997 acquisitions, gross profit as a percentage of sales increased from 33.6% to 35.4%. Including the fiscal 1996 and 1997 acquisitions, gross profit as a percentage of sales decreased from 30.3% to 27.7%. This decrease in gross profit margin was primarily attributable to the fiscal 1996 and 1997 acquisitions of imprinted golf ball companies which operate in a market segment that traditionally has a lower gross profit percentage than the Company's core businesses. Operating expenses for the third quarter of fiscal 1997 increased $631,000, or 7.2%, to $9.4 million from $8.8 million in the third quarter of fiscal 1996. This increase was primarily attributable to the fiscal 1996 and 1997 acquisitions. Operating expenses as a percentage of sales decreased from 19.4% to 17.2%. This decrease is primarily a result of the effort undertaken in the fourth quarter of fiscal 1996 to consolidate operations by realigning the subsidiaries into three primary operating groups and to other cost saving initiatives undertaken by management. Operating income for the third quarter of fiscal 1997 increased $771,000, or 15.7%, to $5.7 million from $4.9 million in the third quarter of fiscal 1996. Operating income as a percentage of sales decreased from 10.9% to 10.4%. This percentage decrease was mainly attributable to a lower contribution from the Alpha direct markets and convenience store divisions. Excluding the results of all Alpha divisions, operating income as a percentage of sales increased from 11.3% to 12.7%. Interest expense was $1.0 million for the third quarter of fiscal 1997 compared to $765,000 in the third quarter of fiscal 1996. The increase was attributable to borrowings used to finance the fiscal 1996 and 1997 acquisitions and to purchase 575,100 shares of the Company's common stock. 8 9 The Company's effective tax rate was 40.8% during the third quarter of fiscal 1997 compared with 39.0% in the third quarter of fiscal 1996. The 1997 third quarter effective tax rate reflects the expected fiscal 1997 tax rate before taking into account any tax refunds received during the first half of 1997. As a result of the above, net income for the third quarter of fiscal 1997 increased $251,000, or 9.9%, to $2.8 million from $2.5 million in the third quarter of fiscal 1996. NINE MONTHS ENDED MAY 31, 1997 COMPARED WITH NINE MONTHS ENDED JUNE 1, 1996 Sales for the first nine months of fiscal 1997 increased $25.3 million, or 23.4%, to $133.8 million from $108.5 million in the first nine months of fiscal 1996. Of this increase, $5.6 million was attributable to increased sales of the Company's core product lines which represents an increase of 5.9%, and $19.7 million was due to sales generated by the fiscal 1996 and 1997 acquisitions. Gross profit for the first nine months of fiscal 1997 increased $4.4 million, or 13.4%, to $37.1 million from $32.7 million in the first nine months of fiscal 1996. This increase was attributable to the fiscal 1996 and 1997 acquisitions and to improved margins on the Company's core businesses. Excluding the fiscal 1996 and 1997 acquisitions, gross profit as a percentage of sales increased from 31.8% to 32.9%. Including the fiscal 1996 and 1997 acquisitions, gross profit as a percentage of sales decreased from 30.2% to 27.7%. This decrease in gross profit margin was primarily attributable to the fiscal 1996 and 1997 acquisitions of imprinted golf ball companies which operate in a market segment that traditionally has a lower gross profit percentage than the Company's core businesses. Operating expenses for the first nine months of fiscal 1997 increased $3.7 million, or 16.0%, to $27.2 million from $23.5 million in the first nine months of fiscal 1996. This increase was primarily attributable to the fiscal 1996 and 1997 acquisitions. Operating expenses as a percentage of sales decreased from 21.6% to 20.4%. This decrease is primarily a result of the effort undertaken in the fourth quarter of fiscal 1996 to consolidate operations by realigning the subsidiaries into three primary operating groups and to other cost saving initiatives undertaken by management. Operating income for the first nine months of fiscal 1997 increased $643,000, or 6.9%, to $9.9 million from $9.3 million in the first nine months of fiscal 1996. Operating income as a percentage of sales decreased from 8.5% to 7.4%. This percentage decrease was mainly attributable to a lower contribution from the Alpha direct markets and convenience store divisions. Excluding the results of all Alpha divisions, operating income as a percentage of sales increased from 8.5% to 9.6%. Interest expense was $2.6 million for the first nine months of fiscal 1997 and fiscal 1996. Interest expense in 1996 and 1997 was affected by the use of the proceeds received from the December 1995 stock offering to pay down debt, offset by borrowings used to finance the fiscal 1996 and 1997 acquisitions and to purchase 575,100 shares of the Company's common stock. The Company's effective tax rate was 40.0% during the first nine months of fiscal 1997 and fiscal 1996. As a result of the above, net income for the first nine months of fiscal 1997 increased $410,000, or 10.3%, to $4.4 million from $4.0 million in the first nine months of fiscal 1996. OUTLOOK FOR FOURTH QUARTER 1997 The results of the Alpha direct markets and convenience store divisions for the third quarter and for the first nine months of fiscal 1997 were disappointing. While Alpha's promotional products division has exceeded 9 10 management's sales target, sales at Alpha's direct markets and convenience store divisions have lagged and will continue to suffer in the fourth quarter. Alpha's direct markets and convenience store divisions sales are characterized by large orders and therefore, these sales have a much greater degree of unpredictability than the Company's other businesses. Alpha's results have adversely impacted the Company's profitability and will continue to impact the Company's results in the fourth quarter. Based on this trend at Alpha and information currently available to management, the Company expects to report earnings in a range of $0.20 to $0.25 per share for the fourth quarter and $1.00 to $1.05 per share for the fiscal year ending August 31, 1997. If the results of all Alpha divisions were excluded, management estimates that earnings would be in a range of $0.25 to $0.30 per share for the fourth quarter, and $1.30 to $1.35 per share for the fiscal year. Management has concluded that it must explore alternatives for Alpha and has instituted a process of identifying and evaluating various alternatives. LIQUIDITY AND CAPITAL RESOURCES The Company has financed its business activities primarily with borrowings under the bank credit facility (the "Bank Credit Facility"), notes payable to former owners of acquired businesses, the sale of Common Stock and cash provided from operations. The Bank Credit Facility provides for aggregate borrowings of up to $60.0 million, which has been amortized to $55.0 million at May 31, 1997 by principal payments on the term loan facility of $5.0 million. The Bank Credit Facility is comprised of a $20.0 million revolving credit facility ($14.8 million outstanding at May 31, 1997), a $16.5 million term loan facility ($16.3 million outstanding at May 31, 1997) and an $18.5 million acquisition loan facility ($14.2 million outstanding at May 31, 1997). The revolving loan facility is available to finance acquisitions and for working capital and general corporate purposes. The acquisition loan facility is available to finance acquisitions. Pursuant to the terms of the Bank Credit Facility, the Company is required to maintain certain financial ratios and minimum tangible net worth and is subject to a prohibition on dividends and limitations on additional indebtedness, liens, investments, issuance of stock of subsidiaries, changes in management and ownership, mergers and acquisitions, sale/leaseback transactions and sales of assets. An event of default occurs under the Bank Credit Facility if any person becomes the owner of more than 35.0% of the outstanding capital stock of the Company or if within a 12-month period, a majority of the Company's Board of Directors shall be comprised of new directors. The Company is required to make quarterly amortization payments on certain amounts outstanding under the Bank Credit Facility. The final maturity of the Bank Credit Facility is July 31, 2000. Amounts outstanding under the Bank Credit Facility bear interest at a rate equal to either the agent bank's prime rate or the London Interbank Offered Rate, plus an interest rate spread which varies based on the ratio of the Company's Consolidated Senior Funded Debt to Earnings Before Interest, Taxes, Depreciation and Amortization (as such terms are defined in the Bank Credit Facility). Indebtedness under the Bank Credit Facility is secured by a first lien priority security interest in substantially all the assets of the Company, including a pledge of the stock of each of the Company's subsidiaries. Additionally, any entities and assets acquired with financing under the Bank Credit Facility will serve as security. Borrowings under the Bank Credit Facility are jointly and severally guaranteed by all subsidiaries acquired or created by the Company. WORKING CAPITAL AND CAPITAL EXPENDITURES Net cash provided by operating activities was $4.9 million and $1.4 million for the nine months ended May 31, 1997 and June 1, 1996, respectively. Capital expenditures were approximately $3.5 million and $3.1 million for the nine months ended May 31, 1997 and June 1, 1996, respectively. During the current fiscal year, the Company's principal capital needs will be to finance any future acquisitions and ongoing capital expenditures. Although the Company currently believes that cash flow from 10 11 operations and available borrowings under the Bank Credit Facility will be sufficient to meet the Company's working capital and capital expenditure requirements and future debt service obligations for at least the next 12 months, there can be no assurance that this will be the case. The Company believes its capital expenditure requirements for the fourth quarter of 1997 will be approximately $0.5 million primarily to acquire additional processing equipment, management information systems, furniture and fixtures and leasehold improvements. FORWARD LOOKING STATEMENTS This report, including the discussion under the caption "Outlook for Fourth Quarter 1997" above, contains forward looking statements within the meaning of Sections 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, that are not historical facts. Such statements may include, but not be limited to, projections of revenues, income, capital expenditures, plans for future operations, financing needs or plans, and plans relating to products or services of the Company, as well as assumptions relating to the foregoing. These statements involve management assumptions and are subject to risks and uncertainties, including those set forth below, along with factors set forth in the Company's Annual Report on Form 10-K in "Business--Risk Factors". The following factors could affect the Company's results, causing such results to differ materially from management's estimates referred to under "Outlook for Fourth Quarter 1997" and in other forward looking statements contained in this report: (i) non-recurring charges, if any, related to acquired businesses (ii) the failure of the Company to maintain or control its internal growth or that the Company will be able to manage its expanding operations effectively; (iii) the risks inherent in the Company's foreign sourcing of supplies; (iv) the loss of services of one or more key management personnel; (v) the risks inherent in the Company's leverage position; and (vi) an increase in competition. 11 12 NORWOOD PROMOTIONAL PRODUCTS, INC. FORM 10-Q FOR THE QUARTER ENDED MAY 31, 1997 PART II Item 5. Other Information On June 19, 1997, the Company announced that it had obtained a commitment from a financial institution to provide the Company $125 million aggregate principal amount of senior secured credit facilities. These facilities would replace the Company's existing Bank Credit Facility. The commitment is subject to the satisfactory completion of ongoing due diligence, the negotiation, execution and delivery of definitive documentation and other conditions. There can be no assurance that these conditions will be satisfied or that the proposed credit facilities will be obtained by the Company. Item 6. Exhibits and Reports on Form 8-K 6 (a) Exhibits: See Index to Exhibits. 6 (b) Reports on Form 8-K: The following is the date and description of the events reported on Forms 8-K filed during the third quarter of 1997:
Date of Earliest Event Reported on Form 8-K Description -------------------- ----------- April 8, 1997 Purchase 526,700 shares of the Company's common stock
12 13 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Norwood Promotional Products, Inc. ------------------------------------------------ (Registrant) Date: July 8, 1997 /s/ J. Max Waits ------------------------------------------------ J. Max Waits Secretary, Treasurer and Chief Financial Officer 13 14 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION 11.0 Computation of earnings per share 27.0 Financial data schedule 14 EX-11.0 2 COMPUTATION OF EARNINGS PER SHARE 1 EXHIBIT 11.0 COMPUTATION OF EARNINGS PER SHARE (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED NINE MONTHS ENDED ----------------------------- ----------------------------- MAY 31, 1997 JUNE 1, 1996 MAY 31, 1997 JUNE 1, 1996 ------------- ------------- ------------- ------------- PRIMARY: Weighted average common shares outstanding 5,278 5,556 5,504 4,660 Weighted average common equivalent shares outstanding 62 211 119 209 ------------- ------------- ------------- ------------- Total 5,340 5,767 5,623 4,869 ============= ============= ============= ============= Net Income $ 2,777 $ 2,526 $ 4,381 $ 3,971 Per share amount $ 0.52 $ 0.44 $ 0.78 $ 0.82 FULLY DILUTED: Weighted average common shares outstanding 5,278 5,556 5,504 4,660 Weighted average common equivalent shares outstanding 62 211 119 209 ------------- ------------- ------------- ------------- Total 5,340 5,767 5,623 4,869 ============= ============= ============= ============= Net Income $ 2,777 $ 2,526 $ 4,381 $ 3,971 Per share amount $ 0.52 $ 0.44 $ 0.78 $ 0.82
15 EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF NORWOOD PROMOTIONAL PRODUCTS, INC. FOR THE NINE MONTHS ENDED MAY 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-Q. 1,000 9-MOS AUG-30-1997 SEP-01-1996 MAY-31-1997 1,079 0 28,354 725 33,430 66,061 34,028 13,171 136,056 28,140 0 0 0 51,654 2,816 136,056 133,837 133,837 96,702 96,702 27,240 0 2,593 7,302 2,921 4,381 0 0 0 4,381 0.78 0.78
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