<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 31, 2000
/ / TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER 1-12557
------------------------
CASCADE CORPORATION
(Exact name of registrant as specified in its charter)
OREGON 93-0136592
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2201 N.E. 201ST AVE.
FAIRVIEW, OREGON 97024-9718
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (503) 669-6300
------------------------
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 / /
The number of shares outstanding of the registrant's common stock as of
August 29, 2000 was 11,439,890.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
PART 1
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
JULY 31 JANUARY 31
2000 2000
----------- ----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 15,943 $ 23,188
Accounts receivable, less allowance for doubtful accounts
of $2,001 and $1,511.................................... 56,489 54,934
Inventories, at average cost which is lower than market:
Finished goods and components........................... 30,596 34,712
Goods in process........................................ 1,764 1,654
Raw materials........................................... 10,519 11,121
-------- --------
42,879 47,487
Deferred income taxes..................................... 3,994 3,544
Prepaid expenses and other................................ 1,944 1,693
-------- --------
Total current assets.................................... 121,249 130,846
Property, plant and equipment, at cost less accumulated
depreciation.............................................. 80,787 86,716
Deferred income taxes....................................... 9,200 9,356
Goodwill.................................................... 71,559 75,179
Other assets................................................ 11,785 10,597
-------- --------
Total assets............................................ $294,580 $312,694
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable to banks.................................... $ 4,385 $ 8,408
Current portion of long-term debt......................... 4,143 6,137
Accounts payable.......................................... 19,780 22,960
Accrued payroll and payroll taxes......................... 5,633 5,707
Accrued environmental expenses............................ 7,910 7,910
Other accrued expenses.................................... 8,697 13,557
-------- --------
Total current liabilities............................... 50,548 64,679
Long-term debt.............................................. 101,271 109,043
Accrued environmental expenses.............................. 9,700 10,405
Other liabilities........................................... 5,098 4,260
-------- --------
Total liabilities....................................... 166,617 188,387
-------- --------
Exchangeable preferred stock and minority interest.......... 11,374 11,374
-------- --------
Shareholders' equity:
Common stock, $.50 par value, authorized 20,000,000 shares;
11,439,890 shares outstanding............................. 5,784 5,784
Additional paid-in capital.................................. 399 399
Retained earnings........................................... 130,249 122,922
Accumulated other comprehensive income:
Cumulative foreign currency translation adjustments....... (19,614) (15,943)
Treasury stock, at cost, 127,498 shares..................... (229) (229)
-------- --------
Total shareholders' equity.............................. 116,589 112,933
-------- --------
Total liabilities and shareholders' equity.............. $294,580 $312,694
======== ========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of this statement.
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED--IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JULY 31 JULY 31
------------------------ -------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales................................................... $ 85,269 $ 77,709 $ 171,989 $ 167,209
----------- ----------- ----------- -----------
Costs and expenses:
Cost of goods sold, excluding depreciation................ 54,348 50,038 109,507 108,868
Depreciation and amortization............................. 4,747 4,808 9,168 10,028
Selling and administrative expenses....................... 16,849 14,643 33,511 30,858
----------- ----------- ----------- -----------
75,944 69,489 152,186 149,754
----------- ----------- ----------- -----------
Operating income............................................ 9,325 8,220 19,803 17,455
Interest expense.......................................... 2,161 2,276 4,116 4,661
Interest income........................................... (306) (414) (696) (529)
Other (income) expense, net............................... 104 (494) 743 201
----------- ----------- ----------- -----------
Income before income taxes.................................. 7,366 6,852 15,640 13,122
Income taxes................................................ 2,762 2,410 5,865 4,570
----------- ----------- ----------- -----------
Net income.................................................. $ 4,604 $ 4,442 $ 9,775 $ 8,552
=========== =========== =========== ===========
Basic earnings per share.................................... $ .40 $ 0.38 $ .85 $ 0.73
=========== =========== =========== ===========
Diluted earnings per share.................................. $ .38 $ 0.35 $ .81 $ 0.68
=========== =========== =========== ===========
Diluted weighted average shares outstanding................. 12,134,835 12,517,390 12,114,375 12,577,255
=========== =========== =========== ===========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of this statement.
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED--IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JULY 31
-------------------
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income................................................ $ 9,775 $ 8,552
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization....................... 9,168 10,028
Provision for bad debts............................. 490 -
Deferred income taxes............................... (294) (2,606)
Loss on disposal of property........................ 218 762
Changes in operating assets and liabilities:
Accounts receivable................................. (2,045) 9,792
Inventories......................................... 2,968 13,307
Prepaid expenses and other.......................... (251) 5,041
Accounts payable and accrued expenses............... (8,114) (10,149)
Accrued environmental expenses...................... (705) 152
Other liabilities................................... 838 1,373
-------- --------
Net cash provided by operating activities............... 12,048 36,252
-------- --------
Cash flows from investing activities:
Acquisition of property, plant and equipment.............. (2,879) (11,033)
Proceeds from disposition of property, plant and
equipment............................................... 173 23,863
Other assets.............................................. (198) (6,921)
-------- --------
Net cash provided by (used in) investing activities..... (2,904) 5,909
-------- --------
Cash flows from financing activities:
Payments on long-term debt................................ (9,766) (26,062)
Notes payable to banks.................................... (4,023) (226)
Repurchase of common stock................................ - (1,846)
Cash dividends............................................ (2,448) (2,476)
-------- --------
Net cash used in financing activities................... (16,237) (30,610)
-------- --------
Effect of exchange rate changes............................. (152) (2,787)
-------- --------
Change in cash and cash equivalents......................... (7,245) 8,764
Cash and cash equivalents at beginning of year.............. 23,188 11,460
-------- --------
Cash and cash equivalents at end of period.................. $ 15,943 $ 20,224
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest................................................ $ 4,153 $ 3,316
Income taxes............................................ $ 9,580 $ 3,724
</TABLE>
<TABLE>
<S> <C> <C>
Non-cash financing activity:
Conversion of preferred stock into Common Stock........... $ - $ 413
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of this statement.
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
ACCUMULATED
COMMON STOCK ADDITIONAL OTHER SIX MONTHS
------------------- PAID-IN TREASURY RETAINED COMPREHENSIVE COMPREHENSIVE
SHARES AMOUNT CAPITAL STOCK EARNINGS INCOME INCOME
-------- -------- ---------- -------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at
January 31, 2000... 11,440 $5,784 $ 399 $ (229) $ 122,922 $(15,943) $ --
Net income........... -- -- -- -- 9,775 -- 9,775
Dividends ($.10 per
share)............. -- -- -- -- (2,448) -- --
Translation
adjustment......... -- -- -- -- -- (3,671) (3,671)
------ ------ ------- -------- --------- -------- -------
Balance at July 31,
2000............... 11,440 $5,784 $ 399 $ (229) $ 130,249 $(19,614) $ 6,104
====== ====== ======= ======== ========= ======== =======
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of this statement.
<PAGE>
CASCADE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1--INFORMATION ABOUT OPERATIONS
(Unaudited--In thousands)
<TABLE>
<CAPTION> CONSOLIDATED
SIX MONTHS ENDED JULY 31, 2000 NORTH AMERICA EUROPE OTHER ELIMINATIONS TOTAL
------------------------------ ------------- --------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales............................. $122,354 $ 63,134 $20,500 $ (33,999) $171,989
-------- -------- ------- --------- --------
Net income (loss)..................... $ 9,100 $ 825 $ (150) $ -- $ 9,775
-------- -------- ------- --------- --------
Identifiable assets................... $173,526 $ 87,698 $33,356 $ -- $294,580
-------- -------- ------- --------- --------
SIX MONTHS ENDED JULY 31, 1999
------------------------------
Net sales............................. $116,523 $63,213 $16,968 $ (29,495) $167,209
-------- ------- ------- --------- --------
Net income............................ $ 6,315 $ 1,851 $ 386 $ -- $ 8,552
-------- ------- ------- --------- --------
Identifiable assets................... $183,598 $94,533 $36,369 $ -- $314,500
-------- ------- ------- --------- --------
</TABLE>
NOTE 2--DIVESTITURE (UNAUDITED--IN THOUSANDS)
The consolidated financial statements for the six months ended July 31, 1999,
reflect the sale of assets and assumption of certain liabilities of the
Company's Industrial Tire Division and the wheel and baseband manufacturing
operations of its Cascade Kenhar Division in Guelph, Ontario to Maine Rubber
Company for a sales price of $38,893. Maine Rubber Company paid (1) $26,809
in cash, and (2) $7,308 in the form of a junior subordinated note to be paid
over five years, and assumed $4,776 in liabilities. The note bears interest
rate of 8% per annum and is not collateralized.
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Neither the Company nor any of its subsidiaries are involved in any material
pending legal proceedings other than environmental litigation, litigation
incidental to the regular course of business, and the litigation described in
Item 5 below. The Company and its subsidiaries are adequately insured against
product liability, personal injury and property damage claims which may arise
occasionally.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders of the Company, held May 11, 2000, the
only matter submitted to a vote of common shareholders was the election of
two Group 1 directors:
<TABLE>
<CAPTION>
Nominee Votes For Votes Withheld
------------------ ------------------ ------------------
<S> <C> <C>
C.C. Knudsen 10,322,873 87,023
E.C. Mercier 10,328,218 81,678
</TABLE>
ITEM 5. OTHER INFORMATION
On March 29, 2000, R.C. Warren, President and Chief Executive Officer,
advised the Board of Directors that he and a management group were exploring
the possibility for the Company to be taken private in a management led
leveraged buyout. Chairman C. Calvert Knudsen appointed a Special Committee
of Independent Directors chaired by James S. Osterman to consider options to
increase shareholder value.
On July, 2000, the management group filed a Schedule 13D with the Securities
and Exchange Commission stating it and the Robert C. and Nani S. Warren
Revocable Trust, owner of 1,631,192 Company common shares, had entered into a
Letter of Understanding with an affiliate of Code Hennessy & Simmons LLC, a
private equity investment firm, in connection with its exploration of a
buyout proposal. As of September 5, 2000, the Special Committee efforts were
continuing.
In August, 2000, two actions were filed against the Company, its Directors,
and Code Hennessy & Simmons LLC, Rosenberg v. Cascade Corporation and Tyberg v.
Cascade Corporation. Each seeks class action status, alleges breaches of
fiduciary duty in connection with the possible buyout being explored by the
management group, and asks for injunctive relief and damages. The Company
believes there are meritorious defenses to both actions.
ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K
(A) EXHIBITS
11. Computation of Earnings Per Share
(B) REPORTS ON FORM 8-K
The Company filed no reports on Form 8-K during the quarter ended July 31,
2000.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Consolidated net sales for the three months ended July 31, 2000 totaled $85.3
million, an increase of 9.7% compared to net sales of $77.7 million in the three
months ended July 31, 1999. The higher consolidated net sales reflect increased
sales in both North America and Asia. These sales increases are due to higher
than expected demand for forklift trucks in these markets. Net income for the
second quarter of 2000 was $4.6 million ($.38 per share) or 3.6% higher than net
income of $4.4 million ($.35 per share) for the corresponding 1999 period.
Expressed as a return on sales, net income for the second quarter of 2000 was
5.4% compared to 5.7% for the corresponding 1999 quarter.
Consolidated net sales for the first six months of 2000 totaled $172 million,
an increase of 2.9% compared to net sales of $167.2 million recorded in the
first six months of 1999. Prior year net sales include net sales of $10.9
million from the industrial tire and baseband divisions, which was sold in
April 1999. Excluding the net sales in 1999 from the industrial tire and
baseband divisions, the net sales for the first six months of 2000 increased
10% over net sales in the first six months of 1999. The gross margin in the
first six months of 2000 increased to 36.3% over the 34.9% gross margin for
the comparable period in 1999. Net income for the first six months of 2000
was $9.8 million ($.81 per share) as compared to $8.6 million ($.68 per
share) in the first six months of 1999.
In the first six months of 2000 the Company has undertaken initiatives to
restructure operations in both Europe and Australia. The restructuring of
Europe includes the elimination of redundant facilities and consolidation of
production capacity. Australia's restructuring includes the consolidation of
manufacturing plants, reduction of distribution facilities, realignment of
sales operations and the disposal of the existing tire and battery
businesses. Restructuring costs incurred in the first six months of 2000
totalled $1.8 million (pre-tax) and consisted primarily of inventory and
equipment writedowns and employee termination benefits. As of July 31, 2000
the restructuring activities are still in process and will continue through
the end of 2000. Future restructuring costs may exceed the costs incurred in
the first six months of 2000.
Earnings for the first six months of 2000 include after tax charges of $1.1
million ($.09 per share) related to the restructuring activities, primarily
recorded in the second quarter, and $750,000 ($.06 per share) for bad debt
expense, recorded in the first quarter, related to a receivable from a major
OEM customer which declared bankruptcy. Earnings for the first six months of
1999 include a $1.1 million after tax loss ($.09 per share) from the sale of
the industrial tire and baseband divisions.
Overall net sales for the second quarter of 2000 were 1.7% lower than total
net sales in the first quarter of 2000. Net sales in Europe decreased in the
second quarter, which was partially offset by an increase in net sales in
Asia. Net income in the second quarter of 2000 was 11% below net income in
the first quarter of 2000. The lower earnings levels in the second quarter
reflect higher selling and administrative costs primarily due to; costs
related to the work of the Special Committee of the Board of Directors, which
was created in March 2000 to consider options to increase shareholder
value, and restructuring costs in Europe and Australia.
North American lift truck industry bookings and shipments continue to exceed
industry expectations posting a 21% and 10% growth rate in the second quarter
of 2000 as compared with the prior year period. The pace of growth has slowed
compared to the 33% and 12% growth rate in the first quarter of 2000. Since
North American bookings and shipments represent nearly two thirds of the
Company's volume the level of industry activity is significant to the
Company's overall performance.
Depreciation and amortization expense decreased to $4.7 million, 5.6% of net
sales, during the second quarter of 2000, from $4.8 million, 6.2% of net sales
<PAGE>
for the second quarter of 1999. In the six months ended July 31, 2000
depreciation and amortization expense was $9.2 million, 5.3% of net sales
compared with $10 million and 6.0% of net sales for the same period in 1999. The
decrease in the first six months of 2000 is due primarily due to the divestiture
of the industrial tire and baseband divisions in April 1999.
The Company's selling and administrative expenses increased 15.1% in the
second quarter of 2000 to $16.8 million, 19.7% of net sales, from $14.6
million, 18.8% of net sales, during the second quarter of 1999. Year-to-date
selling and administrative expenses were $33.5 million, 19.5% of net sales,
an increase of 8.6% over the $30.9 million, 18.5% of net sales, of expenses
in 1999. The increase in the second quarter of 2000 compared to 1999 is due
primarily to $1.4 million in restructuring costs in Europe and Australia and
$450,000 of costs related to the Special Committee of the Board of Directors.
Year-to-date costs include the previously mentioned items and $1.2 million of
bad debt expense related to the bankruptcy of a major OEM customer.
Interest expense in the second quarter of 2000 and 1999 was $2.2 million and
$2.3 million, respectively. In the six months ended July 31, 2000, interest
expense was $4.1 million in comparison to $4.7 million in the comparable
period in 1999. The decrease in year-to-date interest expense in 2000 is due
to reductions in amounts outstanding under the revolving credit facilities.
This is partially offset by higher interest rates in the first six months of
2000.
The effective tax rate for the six months ended July 31, 2000 was 37.5%,
compared to 34.8% for the first six months of 1999 and 30.6% for the year ended
January 31, 2000. The increase in the rate is due to the impact of foreign tax
rates and international financing activities.
LIQUIDITY AND CAPITAL RESOURCES
During the six months ended July 31, 2000, the Company generated $12
million in cash from operating activities, compared with $36.3 million in the
first two quarters of 1999. Cash and cash equivalents at the end of the
second quarter of 2000 totaled $15.9 million.
The Company's total long- and short-term debt-to-equity ratio was .94 to
1.00, and working capital was $70.7 million at July 31, 2000. As of July 31,
2000, the Company had loan commitments with commercial banks totaling $81.4
million of which $26.6 million was used. During the six months ended July 31,
2000 the Company paid down revolving credit facilities and long-term debt by
$13.8 million. The Company believes its available cash and credit facilities
are more than sufficient to meet its short-term requirements.
In the the six months ended July 31, 2000, capital expenditures totaled $2.9
million compared with $11 million in the same period in 1999. The decrease
in capital expenditures in 2000 is the result of the completion of a major
portion of the enterprise-wide resource planning (ERP) software system in
1999 and the delay in discretionary spending for 2000 capital expenditures
pending completion of the work of the outcome of the Special Board Committee
of the Board of Directors in considering options to increase shareholder
value.
Capital expenditures for new facilities, machinery, equipment and tooling over
the preceding five years totaled approximately $76.2 million. Planned capital
expenditures for 2000 are estimated at $12 million. The Company plans to use
operating cash flows, leases and existing credit facilities to fund 2000 capital
expenditures.
During the first two quarters of 2000, the U.S. dollar strengthened against the
major currencies included in the Company's consolidated financial statements. As
a result, the cumulative translation adjustment in the consolidated balance
sheet decreased shareholders' equity by $3.7 million for the first six months
ended July 31, 2000.
<PAGE>
IMPACT OF THE YEAR 2000 ISSUE
The Company experienced no material problems regarding the year 2000 Issue. The
Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Some of the Company's
computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000.
The Company initiated the implementation of an enterprise-wide resource planning
(ERP) software system to link all of its core business systems throughout the
Company. This implementation was the result of normal business migration to
improved and expanded software systems to increase the Company's ability to
improve its operational efficiency, reduce costs and enhance overall quality. As
part of this implementation, the Company replaced those business systems that it
believed would encounter the Year 2000 Issue. The Company plans to complete the
ERP project in the year 2002. The total cost of the ERP project will approximate
$16 million, including approximately $6.1 million and $8.3 million spent during
fiscal 1999 and 1998, respectively. The remaining cost of the ERP project will
be funded through operating cash flows and leases.
FORWARD-LOOKING STATEMENTS
Forward-looking statements throughout this report are based upon assumptions
involving a number of risks and uncertainties. Factors which could cause actual
results to differ materially from these forward-looking statements include, but
are not limited to competitive factors in, and the cyclical nature of, the lift
truck industry; fluctuations in lift truck orders or deliveries, availability
and cost of raw materials; general business and economic conditions in North
America, Europe and Asia; foreign currency fluctuations; and the effectiveness
of the Company's cost reduction initiatives.
<PAGE>
CASCADE CORPORATION AND SUBSIDIARY COMPANIES
SIGNATURES
The enclosed financial statements have not been certified by independent
accountants. However, to the best of my knowledge and belief these financial
statements have been prepared in conformity with generally accepted accounting
principles and on a basis substantially consistent with audited financial
statements included in the annual report filed with the Commission for the
preceding fiscal year.
The Company believes that all adjustments, consisting of normal recurring
adjustments, necessary for a fair statement of the results of operations, have
been included.
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.
CASCADE CORPORATION
9/14/00 /s/ KURT G. WOLLENBERG
------ --------------------------------------
Date Kurt G. Wollenberg,
Senior Vice President--Finance
<PAGE>
Cascade Corporation Exhibit 11
<TABLE>
<CAPTION>
(IN THOUSANDS EXCEPT PER SHARE DATA)
THREE MONTHS ENDED JULY 31
2000 1999
--------------------------------------- ---------------------------------------
INCOME SHARES PER SHARE INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
--------------------------------------- ---------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net income $ 4,604 $ 4,442
Less: preferred stock dividend (80) (107)
-------- --------
Basic EPS
Income available to
common shareholders 4,524 11,312 $ 0.40 4,335 11,413 $ 0.38
======= ========
Effect of dilutive securities
Manditorily redeemable convertible
preferred stock 80 800 80 800
Exchangeable preferred stock 27 304
Incentive stock options 22
-------- ------- -------- ---------
Dilutive EPS
Income available to common
shareholder plus assumed
conversions $ 4,604 12,134 $ 0.38 $ 4,442 12,517 $ 0.35
======== ======= ======= ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED JULY 31
2000 1999
--------------------------------------- ---------------------------------------
INCOME SHARES PER SHARE INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
--------------------------------------- ---------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net income $ 9,775 $ 8,552
Less: preferred stock dividend (160) (217)
-------- --------
Basic EPS
Income available to
common shareholders 9,615 11,312 $ 0.85 8,335 11,473 $ 0.73
======= ========
Effect of dilutive securities
Manditorily redeemable convertible
preferred stock 160 800 160 800
Exchangeable preferred stock 57 304
Incentive stock options 2
-------- ------- -------- ---------
Dilutive EPS
Income available to common
shareholder plus assumed
conversions $ 9,775 12,114 $ 0.81 $ 8,552 12,577 $ 0.68
======== ======= ======= ======== ======== ========
</TABLE>
