-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, NuI4BcjNd97K43Ad5PvBznwc5oPOHF1kAZsd9/0YrghXqF0019W7wcTdT5l2uUXB g4AfZEmwaHPZYIHCeQhL8w== 0000093319-94-000001.txt : 19940215 0000093319-94-000001.hdr.sgml : 19940215 ACCESSION NUMBER: 0000093319-94-000001 CONFORMED SUBMISSION TYPE: 10-Q CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD COMMERCIAL CORP CENTRAL INDEX KEY: 0000093319 STANDARD INDUSTRIAL CLASSIFICATION: 5150 IRS NUMBER: 131337610 STATE OF INCORPORATION: NC FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 34 SEC FILE NUMBER: 001-09875 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 2201 MILLER RD CITY: WILSON STATE: NC ZIP: 27893 BUSINESS PHONE: 9192915507 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD COMMERCIAL TOBACCO CO INC DATE OF NAME CHANGE: 19880228 10-Q 1 DEC 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended December 31, 1993 Commission file number 1-9875 [LOGO] STANDARD COMMERCIAL CORPORATION Incorporated under the laws of I.R.S. Employer North Carolina Identification No. 13-1337610 2201 Miller Road, Wilson, North Carolina 27893 Telephone Number (919) 291-5507 Former name, former address and former fiscal year, if changed since last report - Not applicable On February 4, 1994 the registrant had outstanding 8,564,226 shares of Common Stock ($.20 par value). 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 and (2) had been subject to such filing requirements for the past 90 days. YES X NO --- --- 2 STANDARD COMMERCIAL CORPORATION CONSOLIDATED BALANCE SHEET (In thousands; unaudited)
December 31 March 31 1993 1992 1993 ---- ---- ---- ASSETS Cash........................................... $ 31,425 $ 40,922 $ 47,552 Current receivables............................ 253,529 239,558 318,645 Inventories.................................... 423,916 462,404 387,997 Prepaid expenses............................... 6,105 3,784 4,739 Marketable securities at cost (approx market).. 1,917 884 869 ----------------------------- Current Assets............................. 716,892 747,552 759,802 Property, plant and equipment.................. 128,461 117,670 118,772 Investment in affiliates....................... 18,920 20,244 18,559 Other assets................................... 33,746 28,771 29,234 ----------------------------- Total assets............................... $898,019 $914,237 $926,367 ============================= LIABILITIES Short-term borrowings.......................... $487,046 $474,175 $457,250 Accounts payable............................... 98,795 116,980 129,952 Taxes accrued.................................. 15,508 6,096 5,305 ----------------------------- Current liabilities........................ 601,349 597,251 592,507 Long-term debt................................. 58,857 49,142 59,762 Convertible subordinated debentures............ 69,000 69,000 69,000 Retirement and other benefits.................. 18,084 10,503 10,456 Deferred taxes................................. 8,963 22,529 24,411 Commitments and contingencies.................. - - - ----------------------------- Total liabilities.......................... 756,253 748,425 756,136 ----------------------------- MINORITY INTERESTS............................. 19,759 17,389 18,544 ----------------------------- ESOP redeemable preferred stock................ 9,200 9,200 9,200 Unearned ESOP compensation..................... (8,026) (8,818) (8,623) ----------------------------- SHAREHOLDERS' EQUITY Preferred stock, $1.65 par value Authorized shares 1,000,000; issued 92,005 to ESOP...................... - - - Common stock, $0.20 par value Authorized shares 20,000,000; issued 10,909,523 (December 1992 - 10,860,387; March 1993 - 10,863,023)................... 2,182 2,172 2,172 Additional paid-in capital..................... 34,818 33,862 33,928 Treasury stock 2,346,318 shares................ (583) (583) (583) Retained earnings.............................. 101,326 121,441 125,139 Cumulative translation adjustments............. (16,910) (8,851) (9,546) ----------------------------- Total shareholders' equity................. 120,833 148,041 151,110 ----------------------------- Total liabilities and equity............... $898,019 $914,237 $926,367 =============================
The accompanying notes on page 5 are an integral part of these financial statements. -2- 3 STANDARD COMMERCIAL CORPORATION CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS (In thousands, except share information; unaudited)
Second Quarter Ended Nine months ended December 31 December 31 -------------------- ----------------- 1993 1992 1993 1992 ---- ---- ---- ---- Sales - tobacco.................... $148,759 $194,656 $455,442 $612,624 - wool....................... 84,154 73,781 231,015 239,545 - other...................... 5,555 3,742 17,237 11,771 ------------------------------------------- Total sales.................... 238,468 272,179 703,694 863,940 Cost of sales...................... 217,308 247,386 667,229 789,928 Selling, general and administrative expenses.......... 16,774 17,220 56,265 52,690 Other income (expense) - net....... 84 307 3,818 696 ------------------------------------------- Income (loss) before taxes..... 4,470 7,880 (15,982) 22,018 Income taxes....................... (2,622) (2,911) (1,121) (5,917) ------------------------------------------- Income (loss) after taxes...... 1,848 4,969 (17,103) 16,101 Minority interests................. (1,623) (233) (2,607) (530) Equity in earnings of affiliates... (637) 47 (1,151) 1,047 ------------------------------------------- Income (loss) - from continuing operations... (412) 4,783 (20,861) 16,618 - from discontinued operations. 631 (275) 592 (705) Income (loss) before ------------------------------------------- extraordinary items and cumulative effect of accounting changes........... 219 4,508 (20,269) 15,913 Extraordinary items - benefit of tax losses........ - 1 - 166 Cumulative effect of accounting changes............. - - 23 - ------------------------------------------- Net income (loss).............. 219 4,509 (20,246) 16,079 ESOP preferred stock dividends net of tax....................... (121) (121) (363) (242) ------------------------------------------- Net income (loss) applicable to common stock... 98 4,388 (20,609) 15,837 Retained earnings at beginning of period........... 101,960 118,105 125,139 108,890 Dividends.......................... (732) (1,052) (3,204) (3,286) ------------------------------------------- Retained earnings at end of period................. $101,326 $121,441 $101,326 $121,441 =========================================== Earnings (loss) per common share Primary - from continuing operations..... $(0.06) $0.55 $(2.48) $1.94 - from discontinued operations... 0.07 (0.03) 0.07 (0.08) - extraordinary items............ - - - 0.02 - cumulative accounting changes.. - - - - ------------------------------------------- - net............................ $0.01 $0.52 $(2.41) $1.88 Fully diluted - from continuing operations..... $(0.06) $0.51 $(2.48) $1.76 - from discontinued operations... 0.07 (0.03) 0.07 (0.06) - extraordinary items............ - - - 0.01 - cumulative accounting changes.. - - - - ------------------------------------------- - net............................ $0.01 $0.48 $(2.41) $1.71 Average shares outstanding - Primary..................... 8,562,042 8,513,193 8,548,462 8,424,959 - Fully diluted............... 8,562,042 10,902,412 8,548,462 10,726,554 Dividends per common share....... $0.10 $0.13 $0.35 $0.39
The accompanying notes on page 5 are an integral part of these financial statements. -3- 4 STANDARD COMMERCIAL CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (In thousands; unaudited)
Nine months ended December 31 ----------------- 1993 1992 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss)..................................... $(20,246) $16,079 Depreciation and amortization......................... 11,492 9,530 Minority interests.................................... 2,607 530 Deferred income taxes................................. (71) 1,488 Gain on disposition of property, plant & equipment.... (4,571) (411) Undistributed earnings of affiliates.................. 1,689 (618) Other................................................. (772) (910) -------------------- (9,872) 25,688 Cash effect of changes in - receivables............... 47,220 7,629 - inventories............... (48,174) (147,774) - current payables.......... (13,631) (21,377) -------------------- CASH USED FOR OPERATING ACTIVITIES.................... (24,457) (135,834) -------------------- CASH FLOWS FROM INVESTING ACTIVITIES Property, plant and equipment - additions............. (23,771) (18,750) - dispositions.......... 8,423 1,046 Payment for business acquisitions..................... (2,595) (7,191)* -------------------- CASH USED FOR INVESTING ACTIVITIES.................... (17,943) (24,895) -------------------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term borrowings.................... 13,180 16,274 Repayment of long-term borrowings..................... (13,306) (8,482) Net change in short-term borrowings................... 29,796 135,943 Cash dividends paid................................... (3,567) (3,528) Other................................................. 170 163 -------------------- CASH PROVIDED BY FINANCING ACTIVITIES................. 26,273 140,370 -------------------- Decrease in cash for period........................... (16,127) (20,359) Cash at beginning of period........................... 47,552 61,281 -------------------- CASH AT END OF PERIOD................................. $31,425 $40,922 ==================== *Total price of acquisitions less $694 cash acquired.. $23,781 Deduct noncash items: Series A Preferred Stock.......................... 9,200 Common Stock...................................... 7,390 ------- Net cash cost of acquisitions................... $ 7,191 =======
The accompanying notes on page 5 are an integral part of these financial statements. -4- 5 STANDARD COMMERCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (bullet)Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to SEC rules and regulations. These interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's latest annual report on Form 10-K. (bullet)The interim period financial statements presented herein have been prepared by the Company without audit and contain all of the adjustments which are, in the opinion of management, necessary for a fair statement of the results of operations. Apart from results of discontinued operations reported herein, all such adjustments are of a normal, recurring nature. Because of the nature of the Company's businesses, fluctuations in results for interim periods are not necessarily indicative of business trends or results to be expected for a full year. (bullet)Inventories for the periods shown were comprised of tobacco, wool and other as follows:
December 31 March 31 (In thousands) 1993 1992 1993 ---- ---- ---- Tobacco $332,217 $367,543 $305,256 Wool 90,028 87,019 75,445 Other 1,671 7,842 7,296 ------- ------- ------- Total $423,916 $462,404 $387,997 ======= ======= =======
(bullet)As of December 31, 1993 there is a contingency with respect to a $17 million receivable due to a 50% owned Italian tobacco affiliate. Legal action has been initiated against the debtor and at this time management believes the Company's exposure is covered by secured assets and insurance. (bullet)On December 30, 1993 the Company completed the sale of its Caro-Green Nursery business to Zelenka Nursery Inc. For the current quarter and nine months, Caro-Green Nursery is reported as a discontinued operation and prior period results have been restated with the following effect:
Results of Discontinued Operations Third quarter ended Nine months ended (In thousands) December 31 December 31 ------------------- ------------------ 1993 1992 1993 1992 ---- ---- ---- ---- Sales $1,532 $675 $4,978 $3,255 ----- --- ----- ----- Pretax operating loss - (416) (59) (1,068) Income tax benefit from operating loss - 141 20 363 Gain on disposal of Caro-Green Nursery, less income taxes of $325 631 - 631 - Income (loss) from ----- --- ----- ----- discontinued operations $ 631 $(275) $ 592 $(705) ===== ==== ===== =====
(bullet)Effective April 1, 1993, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 106 Employers' Accounting for Postretirement Benefits other than Pensions, with respect to benefits provided under U.S. plans. The Company provides certain health care and life insurance benefits for substantially all of its retired salaried employees. SFAS 106 requires the Company to accrue the estimated cost of retiree benefit payments during the years the employee provides services. The Company previously expensed the cost of these benefits, which are principally health care, as premiums were paid or claims were incurred. SFAS 106 allows recognition of the cumulative effect of the liability in the year of adoption or the amortization of the obligation over a period of up to twenty years. The Company has elected to recognize the cumulative effect of this obligation on the immediate recognition basis. The cumulative, noncash effect of adopting SFAS 106 as of April 1, 1993 was an increase in accrued postretirement health care costs of $6.0 million and a decrease in net earnings of $3.7 million or $0.43 per share ($0.33 fully diluted) which has been included in the Company's statement of income for the nine months ended December 31, 1993. The effect of adopting SFAS 106 for the December 1993 quarter and nine months was to decrease after-tax income from continuing operations by $193,000 or $0.02 per share ($0.02 fully diluted) and $579,000 or $0.07 -5- 6 STANDARD COMMERCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued per share ($0.05 fully diluted), respectively. In 1993 and 1992, the Company recognized $96,000 and $71,000, respectively, as an expense for postretirement benefits which were not funded. The assumed health care cost trend rate used in measuring the accumulated postretirement benefit obligation as of April 1, 1993 was 17% for 1993 decreasing gradually in each successive year to 6.5% in 2000, after which it remains constant. A one-percentage point increase in the assumed health care cost trend rate for each year would increase the accumulated postretirement benefit obligation as of April 1, 1993 and net postretirement health care cost by approximately 14%. The assumed discount rate used in determining the accumulated postretirement benefit obligation was 8.5%. The impact of SFAS 106 as it relates to employees of foreign subsidiaries has not been determined. The Company currently expenses the cost of these benefits as incurred and plans to adopt SFAS 106 accounting by fiscal 1996. (bullet)Effective April 1, 1993 the Company adopted Statement of Financial Accounting Standards (SFAS) 109, Accounting for Income Taxes. The cumulative effect of adopting SFAS 109 on the Company's financial statements was to increase income by $3.7 million or $0.43 per share ($0.33 fully diluted) for the nine months ended December 31, 1993. The impact of the change in the U.S. income tax rate was not significant. Deferred income taxes reflect the net tax effect of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating-loss carryforwards. The tax effect of significant items comprising the Company's net deferred tax liability as of April 1, 1993 are as follows:
Deferred Tax Liability (In thousands) Differences between book and tax basis of assets $32,209 Operating loss carryforwards (7,485) Postretirement benefit obligation (2,360) Accrued liabilities and other (1,098) Valuation allowance 5,618 ------ Net deferred tax liability $26,884 ======
There was no change in the valuation allowance for the quarter and nine months ended December 31, 1993. The provision for current income taxes for the nine months of $1.1 million was comprised of $1.0 million current and $0.1 million deferred tax expense. (bullet)On June 14, 1993 the Compensation Committee awarded 36,766 shares of Restricted Stock under terms of the Performance Improvement Compensation Plan adopted by the shareholders of the Company on August 11, 1992. In the December 1993 quarter 36,045 of those shares were issued subject to a seven-year restriction period. (bullet)The Company's credit facilities contain certain restrictive covenants with which the Company was in compliance at December 31, 1993. Based on current estimates, management anticipates that the Company may not be in compliance with all covenants at March 31, 1994. Therefore, substantive discussions to restructure certain debt agreements, to modify existing restrictive covenants and to improve the Company's balance sheet are taking place. Such discussions contemplate the issuance of additional long-term financing. Management believes that the restructuring will be satisfactorily concluded prior to the announcement of the Company's fourth quarter results and that the Company's capital resources are adequate to meet its needs. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Results of Operations Sales for the December 1993 quarter totaled $238.5 million, a decrease of 12.4% from the comparable 1992 amount of $272.2 million. For the 1992 nine months, sales decreased 18.5% from $863.9 million to $703.7 -6- 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION - continued million. Tobacco sales in 1993 declined 23.6% for the quarter and 25.7% for the nine months compared to the same periods in 1992. Tobacco sales as a percentage of total sales for the nine months were 64.7% in 1993 versus 70.9% in 1992. Volume was down 15.6% as a result of pervasive slow demand throughout the industry, and unit prices decreased by 12.4% due to a number of factors which have created a worldwide surplus of leaf tobacco. These factors include domestic content legislation and proposed higher excise taxes in the United States, as well as excess production in many tobacco growing countries, which have continued to suppress prices and demand for tobacco. Wool sales in the current quarter increased by 14.1% compared to the same prior-year quarter as a result of improved demand reflected in a 39.1% increase in the volume of wool sold. For the 1993 nine months, wool volume increased by 20.7%; however, a change in the sales mix resulted in lower average unit prices and a 3.5% decrease in sales to $231.0 million from $239.5 million for the same 1992 period. Wool sales represented 32.8% of total sales in the first nine months of the current year versus 27.7% in 1992. Excluding charges totaling $15.6 million for the inventory provision included in cost of sales, and SG&A expenses of $1.8 million for restructuring and nonrecurring costs associated with the merger agreement terminated in April 1993, the Company had a pretax profit after interest during the nine months ended December 31, 1993 of $1.4 million versus pretax income after interest of $22.0 million in the prior year. In addition, 1993 SG&A expenses for the nine months included $2.7 million as the result of entities acquired during 1992 being consolidated for all of 1993 versus only the portion of the prior year subsequent to acquisition. During the nine months ended December 31, 1993, the Company realized a pretax gain of approximately $3.2 million on the sale of land and buildings in Turkey. This gain is included in other income for the period, and a portion has been allocated to the minority shareholder. Overall, the Company had pretax income of $4.5 million for the current quarter and a pretax loss of $16.0 million for the nine months in 1993 as compared to pretax income of $7.9 million and $22.0 million for the respective prior year periods. Interest included in cost of sales and other expenses totaled $8.4 million for the current quarter and $24.9 million for the nine months compared to $6.8 million and $22.6 million for the same prior year periods. Tax charges or credits for the periods vary as a percentage of pretax income or loss due to differences in tax rates and relief available in areas where profits are earned or losses are incurred. For the nine months of 1993 a tax provision was required for certain jurisdictions where profits were earned despite an overall pretax loss. Discontinued operations include an after-tax gain of $631,000 on sale of Caro-Green Nursery in December 1993 and restatement of corresponding results in 1992. Net income for the December 1993 quarter totaled $219,000 or $0.01 per share compared to $4.5 million or $0.52 per primary share ($0.48 fully diluted) in the same 1992 quarter. For the 1993 nine months a net loss of $20.2 million was recorded, including $15.5 million relating to the inventory provision and restructuring and nonrecurring charges, versus net income of $16.1 million in the same 1992 period. During the current quarter a dividend of $0.10 per share was declared on the Company's common stock. Because of the seasonal nature of the Company's business, results for interim periods are not necessarily indicative of results for a full year. The recovery in demand for tobacco is slowly improving and, although the level is still above normal, considerable progress is being made in selling uncommitted tobacco stocks. As a consequence results have been affected by the slack demand and high cost of carrying stocks. In the meantime, results of wool and other businesses are showing satisfactory progress. Financial Condition Working capital at December 31, 1993 was $115.5 million, down from $150.3 million at December 31, 1992 and $167.3 million at March 31, 1993 primarily because of the net-after-tax provisions of $13.8 million for inventory and restructuring, a $3.0 million reclassification of current ber 31, 1993 was $115.5 million, down from $150.3 million at December 31, 1992 and $167.3 million at March 31, 1993 primarily because of the net-after-tax provisions of $13.8 million for inventory and restructuring, a $3.0 million reclassification of current assets to noncurrent related to the sale of the Caro-Green Nursery, and additional current liabilities of $12 million due to the implementation in the first quarter of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. Also, net additions to property, plant and equipment of $10.8 million have been made since March 31, 1993. -7- 8 MANAGEMENT'S DISCUSSION AND ANALYSIS Financial Condition - continued The Company's efforts to work down existing tobacco inventories and to reduce purchases prior to receipt of customer orders or indications largely account for the decrease in cash used for operating activities from $135.8 million for the nine months ended December 31, 1992 to $24.5 million in the current period. Cash used for investing activities for the nine months to December 31, 1993 consisted primarily of $23.8 million of capital expenditures, which included $20.6 million for the tobacco business, mainly in the U.S., Greece and Turkey, and $2.6 million for the wool business, primarily in France. The reduction in cash provided by financing activities, (i.e. reduced usage of short-term credit facilities) reflects the Company's emphasis on reducing inventory levels. At December 31, 1993 the Company had available short-term credit facilities amounting to approximately $940 million under agreements with various banks, of which $487 million were drawn, $158 million were being utilized for letters of credit and guarantees and $295 million were unused. The Company's credit facilities contain certain restrictive covenants with which the Company was in compliance at December 31, 1993. Based on current estimates, management anticipates that the Company may not be in compliance with all covenants at March 31, 1994. Therefore, substantive discussions to restructure certain debt agreements, to modify existing restrictive covenants and to improve the Company's balance sheet are taking place. Such discussions contemplate the issuance of additional long-term financing. Management believes the restructuring will be satisfactorily concluded prior to the announcement of the Company's fourth quarter results and that the Company's capital resources are adequate to meet its needs. There were no changes in accounting policies during the period except for those described in the notes to the interim financial statements. PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS - Not applicable Item 2. CHANGES IN SECURITIES - Not applicable Item 3. DEFAULTS UPON SENIOR SECURITIES - Not applicable Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - Not applicable Item 5. OTHER INFORMATION - Not applicable Item 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibit 11 - Computation of Earnings per Common Share. b. The Company did not file any reports on Form 8-K during the quarter. 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. Dated: February 14, 1994 STANDARD COMMERCIAL CORPORATION (Registrant) By: /s/ Marvin W Coghill --------------------------------- Marvin W Coghill President By: /s/ Guy M Ross --------------------------------- Guy M Ross Vice President and Chief Accounting Officer -8- 9 STANDARD COMMERCIAL CORPORATION COMPUTATION OF EARNINGS PER COMMON SHARE EXHIBIT 11 (In thousands, except share information; unaudited)
Third quarter ended Nine months ended December 31 December 31 ------------------- ----------------- 1993* 1992 1993* 1992 ---- ---- ---- ---- PRIMARY EARNINGS PER COMMON SHARE Income (loss) from continuing operations... $(412) $4,783 $(20,861) $16,618 Less - ESOP preferred stock dividends net of tax............................... 121 121 363 242 -------------------------------------------- Income (loss) from continuing operations applicable to common stock............... (533) 4,662 (21,224) 16,376 Income (loss) from discontinued operations 631 (275) 592 (705) Extraordinary items........................ - 1 - 166 Cumulative effect of accounting changes.... - - 23 - -------------------------------------------- Net earnings (loss) applicable to common stock.......................... $ 98 $ 4,388 $(20,609) $15,837 ============================================= Average number of common shares outstanding..................... 8,537,603 8,513,193 8,525,976 8,424,959 Increase applicable to restricted stock awards.................. 24,439 - 22,486 - --------------------------------------------- Primary average shares outstanding....... 8,562,042 8,513,193 8,548,462 8,424,959 ============================================= Earnings (loss) per common share - from continuing operations............. $(0.06) $0.55 $(2.48) $1.94 - from discontinued operations........... 0.07 (0.03) 0.07 (0.08) - extraordinary items.................... - - - 0.02 - cumulative accounting changes.......... - - - - --------------------------------------------- - net.................................... $0.01 $0.52 $(2.41) $1.88 ============================================= FULLY DILUTED EARNINGS PER COMMON SHARE Income (loss) from continuing operations applicable to common stock............... $(533) $4,662 $(21,224) $16,376 Add - after-tax interest expense on 7-1/4% convertible subordinated debentures.. 825 825 2,475 2,475 - dividends payable to ESOP assuming conversion to common stock........... 26 34 91 68 --------------------------------------------- Adjusted income from continuing operations. 318 5,521 (18,658) 18,919 Income (loss) from discontinued operations. 631 (275) 592 (705) Extraordinary items........................ - 1 - 166 Cumulative effect of accounting changes.... - - 23 - --------------------------------------------- Net earnings applicable to common stock.... $949 $5,247 $(18,043) $18,380 ============================================= Primary average shares outstanding.........8,562,042 8,513,193 8,548,462 8,424,959 Increase in shares outstanding assuming - conversion of 7-1/4% convertible subordinated debentures at November 13, 1991.................... 2,126,348 2,126,348 2,126,348 2,126,348 - conversion of ESOP convertible preferred stock at July 1, 1993...... 262,871 262,871 262,871 175,247 --------------------------------------------- Fully diluted average shares outstanding..............10,951,261 10,902,412 10,937,681 10,726,554 ============================================== Earnings (loss) per common share - from continuing operations............. $0.03 $0.51 $(1.70) $1.76 - from discontinued operations........... 0.06 (0.03) 0.05 (0.06) - extraordinary items.................... - - - 0.01 - cumulative accounting changes.......... - - - - --------------------------------------------- - net.................................... $0.09 $0.48 $(1.65) $1.71 ============================================== *The calculations of fully diluted earnings per share for the 1993 periods shown above include adjustments which are antidilutive. Fully diluted earnings per share as shown on the face of the income statement are therefore equal to primary earnings per share for the periods indicated. -9-
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