<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
------------------------------------------------
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 0-828
---------------------------------------------------------
BIRD CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-3082903
- --------------------------------------------------------------------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1077 Pleasant Street Norwood, MA 02062
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(617) 551-0656
- --------------------------------------------------------------------------------
(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 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 .
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes . No .
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of April 1, 1997. 4,145,971 shares.
<PAGE> 2
BIRD CORPORATION
----------------
INDEX
PAGE NO.
--------
Part I. Financial Information:
Consolidated Balance Sheets
March 31, 1997 and December 31, 1996 .............................. 2
Consolidated Statements of Operations for the
Three Months Ended March 31, 1997 and 1996 ........................... 4
Consolidated Statements of Cash Flows For the
Three Months Ended March 31, 1997 and 1996............................ 5
Notes to Consolidated Financial Statements.............................. 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations........................ 10
Part II. Other Information ............................................ 12
1
<PAGE> 3
BIRD CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE, PAR VALUE, AND LIQUIDATION VALUE DATA)
<TABLE>
<CAPTION>
(UNAUDITED)
MARCH 31, DECEMBER 31,
1997 1996
----------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and equivalents $ 46 $ 2,310
Accounts and notes receivable 5,794 5,344
Allowance for doubtful accounts (150) (153)
Inventories 6,976 5,273
Prepaid expenses and other assets 455 784
Deferred income taxes 435 435
------- -------
Total current assets 13,556 13,993
------- -------
PROPERTY, PLANT AND EQUIPMENT:
Land and land improvements 3,099 3,099
Buildings 6,936 6,936
Machinery and equipment 30,455 30,455
Construction in progress 702 255
------- -------
41,192 40,745
Less - Depreciation 19,494 18,805
------- -------
21,698 21,940
------- -------
Deferred income taxes 3,631 3,631
Other assets 69 105
------- -------
$38,954 $39,669
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 4
BIRD CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE, PAR VALUE, AND LIQUIDATION VALUE DATA)
<TABLE>
<CAPTION>
(UNAUDITED)
MARCH 31, DECEMBER 31,
1997 1996
---------- ------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 9,026 $ 8,441
Long-term debt, portion due within one year 1,687 2,177
-------- --------
Total current liabilities 10,713 10,618
Long-term debt, portion due after one year 159 255
Other liabilities 3,450 3,526
-------- --------
Total liabilities 14,322 14,399
-------- --------
STOCKHOLDERS' EQUITY:
5% cumulative preferred stock, par value $100
Authorized 15,000 shares; issued 5,820 shares
(liquidating preference $110 per share, aggregating $640,000) 582 582
Preference stock, par value $1. Authorized 1,500,000 shares; issued
814,300 shares of $1.85 cumulative convertible preference stock
(liquidating preference $20 per share,
aggregating $16,286,000) 814 814
Common stock, par value $1. Authorized 15,000,000 shares;
4,421,073 shares issued in 1997 and 4,414,991 shares
issued in 1996 4,421 4,415
Other capital 27,465 27,436
Retained earnings (deficit) (5,659) (4,986)
-------- --------
27,623 28,261
Less Treasury stock, at cost:
Common - 275,102 shares in 1997 and 1996 (2,991) (2,991)
-------- --------
24,632 25,270
-------- --------
$ 38,954 $ 39,669
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 5
BIRD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
------------------------------
1997 1996
----------- -----------
<S> <C> <C>
Net sales $ 9,206 $ 6,446
----------- -----------
Costs and expenses:
Cost of sales 8,456 6,557
Selling, general and administrative expense 1,387 1,374
Interest expense 36 75
----------- -----------
Total costs and expenses 9,879 8,006
----------- -----------
Loss before income taxes (673) (1,560)
Provision for income taxes 0 0
----------- -----------
Net loss before dividends (673) (1,560)
Preferred and preference stock cumulative dividends 384 384
----------- -----------
Net loss applicable to common stockholders $ (1,057) $ (1,944)
=========== ===========
Primary loss per common share after dividends $ (0.26) $ (0.47)
=========== ===========
Average number of shares used in primary
earnings per share computations 4,143,321 4,122,742
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 6
BIRD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
----------------------
1997 1996
------- -------
<S> <C> <C>
Cash flow provided (used) by operations:
Net loss $ (673) $(1,560)
Adjustments to reconcile to net cash used by operations:
Depreciation and amortization 716 674
Provision for losses on accounts receivable 0 31
Changes in balance sheet items:
Accounts receivable (453) 637
Inventories (1,703) (1,256)
Prepaid expenses 302 (191)
Liabilities not related to financing activities 893 1,478
Other assets 36 25
------- -------
Cash flow used by operations (882) (162)
------- -------
Cash flows from investing activities:
Acquisition of property, plant and equipment (447) (436)
Cash flows from financing activities:
Debt repayments (586) (2,711)
Dividends paid (384) (384)
Other equity changes 35 24
------- -------
Net cash used in financing activities (935) (3,071)
------- -------
Net decrease in cash and equivalents (2,264) (3,669)
Cash and equivalents at beginning of year 2,310 3,679
------- -------
Cash and equivalents at end of period $ 46 $ 10
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 7
BIRD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
1. In the opinion of Bird Corporation (the "Company"), the accompanying
unaudited Consolidated Financial Statements contain all adjustments
(consisting of only normal, recurring accruals) necessary to present
fairly its financial position as of March 31, 1997 and December 31,
1996 and the results of its operations and cash flows for the three
month periods ended March 31, 1997 and 1996.
2. The Company's business is seasonal to the extent that activity in the
outside repair and remodeling business and in new construction declines
in certain areas of the country during the winter months. Accordingly,
the results of operations for the three month periods ended March 31,
1997 and 1996 are not necessarily indicative of the results to be
expected for the full year.
3. Primary earnings(loss) per common share are determined after deducting
the dividend requirements of the preferred and preference shares and
are based on the weighted average number of common shares outstanding
during each period increased by the effect of dilutive stock options.
Fully diluted earnings(loss) per common share also give effect to the
reduction in earnings per share, if any, which would result from the
conversion of the $1.85 cumulative convertible preference stock at the
beginning of each period if the effect is dilutive. Fully diluted loss
per share amounted to $.26 for the three month period ended March 31,
1997 compared to a loss per share of $.47 for the same period in the
prior year.
In February 1997, the Financial Accounting Standards Board issued
"Statement of Financial Accounting Standards No. 128 Earnings per
Share"("FAS 128"). This pronouncement will be effective for the
Company's year ended December 31, 1997 financial statements. FAS 128
will supersede the pronouncement of the Accounting Principles
Board("APB") No. 15. The statement eliminates the calculation of
primary earnings per share and requires the disclosure of Basic
Earnings per Share and Diluted Earnings per Share (formerly referred to
as fully diluted earnings per share), if applicable. As the Company has
recorded net losses for the three month periods ended March 31, 1997
and 1996, any common stock equivalents would be antidilutive;
therefore, primary earnings per common share after dividends as
presented on the consolidated statements of operations is equivalent to
Basic Earnings per Share and Diluted Earnings per Share under FAS 128.
6
<PAGE> 8
BIRD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(CONTINUED)
<TABLE>
4. It is not practical to separate LIFO inventories by raw materials and
finished goods components; however, the following table presents these
components on a current cost basis with the LIFO reserve shown as a
reduction (in thousands):
<CAPTION>
March 31, December 31,
1997 1996
--------- ------------
<S> <C> <C>
Current costs:
Raw materials $1,261 $1,378
Finished goods 5,913 4,093
------ ------
7,174 5,471
Less: LIFO reserve 198 198
------ ------
$6,976 $5,273
====== ======
</TABLE>
<TABLE>
5. The Company's borrowing and debt obligations are summarized as
follows (in thousands):
<CAPTION>
March 31, December 31,
1997 1996
--------- ------------
Long Term Debt:
<S> <C> <C>
Term loan $1,310 $1,804
Obligations under capital leases 536 628
------ ------
1,846 2,432
Less - portion due within one year 1,687 2,177
------ ------
$ 159 $ 255
====== ======
</TABLE>
Letters of credit outstanding as of March 31, 1997 totaled $1,101,000.
The Company plans to continue its aggressive efforts of managing
working capital as a means of generating funds. The company's external
financing needs are augmented by the ability of its wholly owned
subsidiary, Bird Incorporated ("Bird") to borrow under the Loan and
Security Agreement (the "Loan Agreement") dated November 30, 1994
between Bird and Fleet Capital Corporation ("Fleet Capital").
During the period January 1 through April 30, the Loan Agreement
provides a $2 million over-advance on accounts receivable and
inventories in order to assist Bird in assuring adequate funding of any
seasonal build-up of accounts receivable during the winter months.
7
<PAGE> 9
BIRD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(CONTINUED)
Currently, the availability calculation does not allow borrowings to
the full extent of the revolving credit commitment due to the
seasonality of the building materials manufacturing business. As of
April 18, 1997, an aggregate of $9,956,000 was available to Bird under
the terms of the revolving credit facility under the Loan Agreement of
which $7,545,000 remains available, net of current borrowings and
letter of credit utilization. The interest rates on outstanding
revolver and term loan borrowings at March 31, 1997 were 8.5% and
8.1875%, respectively. As of March 31, 1997, Bird was in compliance
with each of the prescribed financial and operating covenants as
outlined in the Loan Agreement.
6. Since 1981 Bird has been named as a defendant in approximately 650
product liability cases throughout the United States by persons
claiming to have suffered asbestos-related diseases as a result of
alleged exposure to asbestos used in products manufactured and sold by
Bird. Approximately 200 of these cases are currently pending and costs
of approximately $2 million in the aggregate have been incurred in the
defense of these claims since 1981. Employers Insurance of Wausau has
accepted the defense of these cases under an agreement for sharing of
the costs of defense, settlements and judgments, if any. At March 31,
1997, the Company has a reserve of $950,000 to cover the estimated cost
of these claims. In light of the nature and merits of the claims
alleged, in the opinion of management, the resolution of these
remaining claims will not have a material adverse effect on the results
of operations or financial condition of the Company.
In 1986, the Company, along with numerous other companies, was named by
the United States Environmental Protection Agency ("EPA") as a
Potentially Responsible Party ("PRP") under the Comprehensive
Environmental Response, Compensation, and Liability Act, as amended, 42
U.S.C. Paragraph 9601, et seq. ("CERCLA"), in connection with the
existence of hazardous substances at a site known as the Fulton
Terminal Superfund site located in Fulton, Oswego County, New York. On
September 28, 1990 the Company and a number of other PRPs reached a
negotiated settlement with the EPA pursuant to which the settling PRPs
agreed to pay the costs of certain expenses in connection with the
proceedings, and to pay certain other expenses including the costs and
expenses of administering a trust fund to be established by the
settling PRPs. The settlement agreement is embodied in a consent decree
lodged with the United States District Court for the Western District
of New York and fixed the Company's proportionate share of the total
expenses. The soil has been cleaned-up and the groundwater is now being
treated. The remaining cost to the Company of the remedial work and
other expenses covered by the settlement agreement is estimated to be
approximately $350,000 payable during 1997. At March 31, 1997, the
Company has a reserve of $350,000 to cover the estimated cost of the
Company's remaining proportionate
8
<PAGE> 10
BIRD CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(CONTINUED)
share (i.e., 17%) of the cost to clean-up the groundwater. Under a
cost-sharing arrangement set forth in a consent decree with the EPA,
the other PRPs have agreed to incur 83% of the aggregate cost of
remediation of this site. Based on information currently available to
the Company, management believes that it is probable that the major
responsible parties will fully pay the cost apportioned to them.
Management believes that, based on its financial position and the
estimated accrual recorded, its remediation expense with respect to
this site is not likely to have a material adverse effect on its
consolidated financial position or results of operations of the
Company.
7. Restrictions on the payment of dividends on common and preference stock
are imposed by the terms of the Loan Agreement. Payment of dividends on
preferred stock are permitted under the Loan Agreement. As of March 31,
1997, all dividends on the preferred stock have been declared and paid
in full. The quarterly dividend on the preference stock due February 15
has, with the consent of Fleet Capital, been declared and paid in full.
Dividends are in arrears on the preference stock in the aggregate
amount of $1,506,000 for the four quarterly periods ended February 15,
1995 and $377,000 for the quarterly period ended May 15, 1996.
8. Bird warrants under certain circumstances, that its building material
products meet certain manufacturing and material specifications. The
warranty policy is unique to each portion of the labor and material
cost and requires the owner to meet specific criteria such as proof of
purchase. Bird offers the original manufacturer's warranty only as part
of the original sale and at no addition cost to the customer. In
addition, for marketing considerations, Bird makes elective settlements
in response to customer complaints. Bird records the liability for
warranty claims and elective customer settlements when it determines
that a specific liability exists or a payment will be made.
9
<PAGE> 11
BIRD CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
FINANCIAL CONDITION
- -------------------
As of March 31, 1997, the Company had cash and equivalents on hand totaling
$46,000 and total debt of approximately $1.8 million. Letters of credit
outstanding as of March 31, 1997 totaled $1,101,000. The Company plans to
continue its aggressive efforts of managing working capital as a means of
generating funds. The Company's external financing needs are augmented by the
ability of its wholly owned subsidiary, Bird Incorporated ("Bird"), to borrow
under the Loan and Security Agreement (the "Loan Agreement") dated November 30,
1994 between Bird and Fleet Capital Corporation ("Fleet Capital").
During the period January 1 through April 30, the Loan Agreement provides a $2
million over-advance on accounts receivable and inventories in order to assist
Bird in assuring adequate funding of any seasonal build-up of accounts
receivable during the winter months. Currently, the availability calculation
does not allow borrowings to the full extent of the revolving credit commitment
due to the seasonality of the building materials manufacturing business. As of
April 18, 1997, an aggregate of $9,956,000 was available to the Bird under the
terms of the revolving credit facility under the Loan Agreement of which
$7,545,000 remains available, net of current borrowings and letter of credit
utilization. The interest rates on outstanding revolver and term loan borrowings
at March 31, 1997 were 8.5% and 8.1875%, respectively. As of March 31, 1997,
Bird was in compliance with each of the prescribed financial and operating
covenants as outlined in the Loan Agreement.
Net cash and cash equivalents decreased during the three month period ended
March 31, 1997 by approximately $2.3 million. The cash used by operations for
the period ended March 31, 1997 increased by $720,000 from $162,000 to $882,000
as compared to the same period in 1996. Cash used by operations was attributable
to a net loss of approximately $673,000 and several changes in the balance sheet
such as an a increase of $453,000 in trade accounts receivable and an increase
of $1,703,000 relating to inventories, offset by an increase of $893,000 in
liabilities not relating to financing activities. Due to the seasonality of the
roofing business, the winter months are historically the time when the Company
builds its inventory in anticipation of sales for the summer months.
The Company used $447,000 in investing activities for the period ended March 31,
1997 as compared to $436,000 of net cash used for capital expenditures during
the same period in the prior year.
The net cash used in financing activities changed by approximately $2.1 million
from the same period in the prior year. Cash used in financing activities during
1997 resulted from the repayment of debt of $586,000 as compared to 1996 when
the Company had repayments of debt of approximately $2.7 million.
The Company believes that cash flows generated from operations and funds
available as a result of its borrowing capacity will be adequate to meet its
working capital, projected capital expenditures and other financing needs.
10
<PAGE> 12
BIRD CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(CONTINUED)
RESULTS OF OPERATIONS
- ---------------------
Net sales increased $2,760,000 or 42.8% for the first quarter of 1997 compared
to the same quarter in the prior year. Mild weather conditions in the
northeastern region of the United States during the first quarter of 1997
favorably affected sales volume.
The Company's cost of sales from continuing operations for the first quarter of
1997 compared to the same period in the prior year increased 29% from $6,557,000
to $8,456,000 primarily due to increased sales volume. For the three month
period ending March 31, 1997, cost of sales as a percentage of sales decreased
9.8% from 101.7% to 91.9% as compared to the same period in the prior year. The
decrease related primarily to favorable volume variances and lower conversion
costs.
Selling, general and administrative ("SG&A") expenses for the three months ended
March 31, 1997 remained constant at $1,387,000 as compared to $1,374,000 for the
same period in the prior year. As a percentage of sales, SG&A expenses decreased
6.2% from 21.3% for the three months ended March 31, 1996 to 15.1% for the same
period in the current year as a result of increased sales volume.
Interest expense decreased approximately 52% from $75,000 to $36,000 for the
first quarter of 1997 compared to the first quarter of 1996. The decreased
interest expense relates to the reduction of debt.
No tax benefit was recorded for the periods ended March 31, 1997 and March 31,
1996 as there was no reasonable assurance that related deferred tax assets would
be realized in future taxable years.
The roofing business is seasonal to the extent that activity in the outside
repair and remodeling business and in new construction declines in certain areas
of the country during the winter months. Severe weather conditions also have a
negative impact on short term profitability. Accordingly, the results of
operations for the three month periods ended March 31, 1997 are not necessarily
indicative of the results to be expected for the full year.
11
<PAGE> 13
BIRD CORPORATION
PART II - OTHER INFORMATION
---------------------------
Item 2. Changes in Securities
- ------------------------------
The Loan and Security Agreement dated as of November 30, 1994 ("Loan
Agreement") by and among Bird Incorporated, a wholly owned subsidiary
of the Company, and Fleet Capital imposes restrictions on the Company
with respect to the purchase, redemption, or other retirement of, or
any other distribution on or in respect of any shares of any class of
capital stock of the Company with the exception of payments of
dividends on the Company's 5% cumulative preferred stock ("Preferred
Stock"). Dividends on the Preferred Stock may not exceed $35,000 in any
fiscal year.
The Company is in arrears in the payment of dividends on its $1.85
cumulative preference stock ("Preference Stock"). (See Item 3 (b),
below). The Articles of Organization of the Company provide that in the
event that full cumulative dividends on the Preference Stock have not
been declared and paid, the Company may not declare or pay any
dividends or make any distributions on, or make payment on its common
stock, until full cumulative dividends on the Preference Stock are
declared and paid or set aside for payment.
Item 3. Defaults Upon Senior Securities
- ----------------------------------------
(b) Dividends are in arrears on the Preference Stock in the
aggregate amount of $1,506,000 for the four quarterly periods
ended February 15, 1995 and $377,000 for the quarterly period
ended May 15, 1996.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibit 11 - Statement Regarding computation of per Share
Earnings
(b) Reports on Form 8-K. None
12
<PAGE> 14
BIRD CORPORATION
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.
BIRD CORPORATION
---------------------------
Date: April 25, 1997
/s/ RICHARD C. MALOOF
---------------------------
Richard C. Maloof
President and Chief Operating Officer
Date: April 25, 1997
/s/ DONALD L. SLOPER, JR.
---------------------------
Donald L. Sloper, Jr.
Controller (Principal Accounting Officer)
<PAGE> 15
BIRD CORPORATION
EXHIBIT INDEX
-------------
Sequential
Exhibit No. Page No.
- ----------- ----------
11 Statement regarding computation of per share earnings
<PAGE> 1
EXHIBIT 11
BIRD CORPORATION
COMPUTATION OF EARNINGS PER COMMON SHARE (1)
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------
1997 1996
---- ----
<S> <C> <C>
Primary earnings per share
Net loss $ (673) $ (1,560)
Deduct dividend requirements:
Preferred stock (7) (7)
Convertible preference stock (377) (377)
---------- ----------
Net loss applicable to
common stock $ (1,057) $ (1,944)
========== ==========
Weighted average number of common
shares outstanding (1) 4,143,321 4,122,742
Assuming exercise of options reduced by
the number of shares which could have
been purchased with the proceeds from
exercise of such options(2) 0 0
---------- ----------
Weighted average number of common
shares outstanding as adjusted 4,143,321 4,122,742
========== ==========
Primary loss per common share $ (0.26) $ (0.47)
========== ==========
</TABLE>
(1) See Note 3 of Notes to Consolidated Financial Statements.
(2) APB 15 paragraph 30 indicates computation of primary earnings per share
should not give effect to common stock equivalents if their inclusion
has the effect of decreasing the loss per share amount otherwise
computed or is anti-dilutive.
<PAGE> 2
EXHIBIT 11
BIRD CORPORATION
COMPUTATION OF EARNINGS PER COMMON SHARE (1)
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------
1997 1996
---------- ---------
<S> <C> <C>
Fully diluted earnings per share (2)
- ------------------------------------
Net loss $ (673) $ (1,560)
Deduct dividend requirements of
preferred stock (7) (7)
---------- ---------
Net loss applicable to
common stock (680) (1,567)
========== =========
Weighted average number of common
shares outstanding (1) 4,143,321 4,122,742
Assuming exercise of options reduced by
the number of shares which could have
been purchased with the proceeds from
exercise of such options (3) 0 0
Assuming conversion of convertible
preference stock 713,955 731,955
---------- ----------
Weighted average number of common
shares outstanding as adjusted 4,857,276 4,854,697
========== ==========
Fully diluted loss per common share $ (0.14) $ (0.32)
========== ==========
</TABLE>
(1) See Note 3 of Notes to Consolidated Financial Statements.
(2) These calculations are submitted in accordance with Securities Exchange
Act of 1934, Release No. 9083, although in certain instances, it is
contrary to paragraph 40 of APB Opinion No. 15 because it produces an
anti-dilutive result.
(3) APB 15 paragraph 30 indicates computation of primary earnings per share
should not give effect to common stock equivalents if their inclusion
has the effect of decreasing the loss per share amount otherwise
computed or is anti-dilutive.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MARCH 31,
1997 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FORM 10Q.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 46,000
<SECURITIES> 0
<RECEIVABLES> 5,794,000
<ALLOWANCES> 150,000
<INVENTORY> 6,976,000
<CURRENT-ASSETS> 13,556,000
<PP&E> 41,192,000
<DEPRECIATION> 19,494,000
<TOTAL-ASSETS> 38,954,000
<CURRENT-LIABILITIES> 10,713,000
<BONDS> 159,000
4,421,000
0
<COMMON> 1,396,000
<OTHER-SE> 21,806,000
<TOTAL-LIABILITY-AND-EQUITY> 38,954,000
<SALES> 9,206,000
<TOTAL-REVENUES> 9,206,000
<CGS> 8,456,000
<TOTAL-COSTS> 8,456,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 36,000
<INCOME-PRETAX> (673,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (673,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (673,000)
<EPS-PRIMARY> (.26)
<EPS-DILUTED> (.26)
</TABLE>
