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 28, 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 1-8277
ACME ELECTRIC CORPORATION
(Exact name of registrant as specified in its charter)
STATE OF NEW YORK 16-0324980
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 Quaker Road, East Aurora, New York 14052
(Address of principal executive offices)
716/655-3800
(Telephone Number)
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.
(1) YES x NO ____
(2) YES x NO ____
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding at March 28, 1997
Common Stock, Par Value $1.00 Per Share 5,038,090
<PAGE>
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ACME ELECTRIC CORPORATION
PART I - FINANCIAL INFORMATION
ITEM I - FINANCIAL STATEMENTS
BALANCE SHEET
Unaudited Audited
March 28, 1997 June 30, 1996
(000's) (000's)
--------------- -------------
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 115 $ 828
Accounts receivable, net 15,280 15,445
Inventories, net 14,397 15,008
Deferred income taxes 882 1,093
Other current assets 3,265 2,997
------- -------
Total current assets 33,939 35,371
------- -------
Property, plant and equipment, at cost 37,079 34,983
Less accumulated depreciation (20,992) (19,495)
Facilities held for sale, net 981 981
------- -------
Total property, plant & equipment, net 17,068 16,469
------- -------
Other assets 1,997 2,304
------- -------
Total Assets $53,004 $54,144
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 6,302 $ 6,045
Accrued compensation and other 4,942 4,763
Current portion of long-term debt 2,525 2,206
------- -------
Total current liabilities 13,769 13,014
Long-term debt 22,348 24,394
Other long-term liabilities 781 1,052
------- -------
Total Liabilities $36,898 $38,460
------- -------
Shareholders' Equity:
Common stock, Par Value $1.00
Authorized 8,000,000 shares
Issued 5,038,090 and 5,020,153 5,038 5,020
Capital in excess of par value 19,000 18,910
Accumulated deficit (7,038) (7,352)
Less: Treasury stock at cost
(80,699 Shares) (894) (894)
------- -------
Total shareholders' equity 16,106 15,684
------- -------
Total Liabilities and
Shareholders' Equity $53,004 $54,144
======= =======
</TABLE>
See accompanying Notes to Financial Statements.<PAGE>
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<TABLE>
<CAPTION>
ACME ELECTRIC CORPORATION
STATEMENT OF OPERATIONS
(Unaudited)
13 Weeks 13 Weeks 39 Weeks 39 Weeks
Ended Ended Ended Ended
03/28/97 03/29/96 03/28/97 03/29/96
(000's) (000's) (000's) (000's)
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
NET SALES $24,006 $23,155 $70,707 $72,511
------- ------- ------- -------
COSTS AND EXPENSES:
Cost of Sales 18,240 17,821 54,094 56,677
Research and Engineering
Expense 1,148 1,186 3,439 3,482
Selling and Administrative
Expense 3,852 3,436 11,266 11,179
Interest Expense 402 571 1,372 1,761
------- ------- ------- -------
TOTAL COSTS AND EXPENSES 23,642 23,014 70,171 73,099
INCOME (LOSS) BEFORE TAXES 364 141 536 (588)
INCOME TAX EXPENSE
(BENEFIT) 140 68 222 (160)
------- ------- ------- -------
NET INCOME (LOSS) $ 224 $ 73 $ 314 $ (428)
======= ======= ======= =======
Weighted Average Number
of Shares Outstanding 4,968,426 4,949,320 4,963,784 4,953,436
NET INCOME (LOSS) PER
COMMON SHARE $.04 $.01 $.06 $(.09)
==== ==== ==== =====
</TABLE>
See accompanying Notes to Financial Statements
<PAGE>
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<CAPTION>
ACME ELECTRIC CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
39 Weeks Ended 39 Weeks Ended
March 28, 1997 March 29, 1996
(000's) (000's)
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 314 $ (428)
Adjustments to reconcile net income
(loss) to net cash provided from
operating activities:
Loss from joint venture 61 155
Depreciation and amortization 1,504 1,651
Change in assets and liabilities:
Accounts receivable, net 165 1,250
Inventories, net 611 771
Other assets 189 88
Accounts payable 257 (5,200)
Accrued compensation and other (92) 689
------- -------
Net cash provided from (used in)
operating activities 3,009 (1,024)
------- -------
Cash flows from investing activities:
Additions to property, plant and
equipment (2,103) (3,675)
Investment in unconsolidated
subsidiary -- (111)
------- -------
Net cash used in investing activities (2,103) (3,786)
------- -------
Cash flows from financing activities:
Increase (Decrease) in borrowings,
net (1,727) 4,334
Proceeds from employee stock
purchase, stock option and
dividend reinvestment plans 108 98
Purchase of treasury stock -- (5)
------- -------
Net cash provided from (used in)
financing activities (1,619) 4,427
------- -------
Net decrease in cash (713) (383)
Cash at beginning of period 828 386
------- -------
Cash end of period $ 115 $ 3
======= =======
</TABLE>
See accompanying Notes to Financial Statements.
<PAGE>
<PAGE>
ACME ELECTRIC CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. The Balance Sheet of Acme Electric Corporation ("Registrant") at March
28, 1997, the Statement of Operations for the thirteen- and thirty-
nine-week periods ended March 28, 1997, and March 29, 1996, and the
Statement of Cash Flows for the thirty-nine weeks ended March 28,
1997, and March 29, 1996, include all adjustments for a fair
presentation of the results for such periods.
The unaudited financial data included herein was compiled in
accordance with the "Summary of Significant Accounting Principles and
Practices" (Note 1 of Notes to Consolidated Financial Statements)
contained in the Registrant's 1996 Annual Report filed on Form 10-K.
2. Accounts Receivable included in the Balance Sheet are as follows:
<TABLE>
<CAPTION>
March 28, 1997 June 30, 1996
(000's) (000's)
-------------- -------------
<S> <C> <C>
Billed $15,281 $14,938
Unbilled 679 896
------- -------
Subtotal $15,960 $15,834
Less allowance for
doubtful accounts (680) (389)
------- -------
$15,280 $15,445
======= =======
</TABLE>
Unbilled receivables are comprised of revenue amounts in long-term
contracts, which have been earned, but not yet billed. Management
anticipates that all unbilled receivables will be invoiced and
collected within a twelve-month period.
3. Inventories included in the Balance Sheet are as follows:
<TABLE>
<CAPTION>
March 28, 1997 June 30, 1996
(000's) (000's)
-------------- -------------
<S> <C> <C>
Raw Material $ 7,189 $ 6,733
Work-In-Process 2,925 3,876
Finished Goods 4,283 4,399
------- -------
$14,397 $15,008
======= =======
</TABLE>
Inventories are reported net of reserves for obsolescence of $463,000
and $399,000 at March 28 and June 30, respectively.
<PAGE>
<PAGE>
ACME ELECTRIC CORPORATION
Item 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following is Management's discussion and analysis of certain
significant factors which have affected the Registrant's financial
condition and results of operations during the periods included in the
accompanying financial statements.
A summary of the period-to-period change in the principal items
included in the balance sheets and which affect financial condition
follows:
Comparison of Balance Sheets at
March 28, 1997
and
June 30, 1996
Increase (Decrease)
(000's)
Current Assets $(1,432)
Property, Plant & Equipment Net 599
Other Assets (307)
------
$(1,140)
======
Current Liabilities $ 755
Long-Term Debt (2,046)
Other Liabilities (271)
Shareholders' Equity 422
------
$(1,140)
======
Current assets at March 28, 1997, decreased by approximately
$1,432,000, or 4.0%, compared with the level at June 30, 1996. This
decrease reflects a reduction of inventories ($611,000) in the electronics
business as a result of the introduction of Demand Flow-Registered Trademark-
Technology (DFT) to the manufacturing process, thereby lowering work-in-process
inventories, combined with management's effort to reduce finished goods
inventories of uninterruptible power supply (UPS) units to better correspond
with current sales levels for that product line. Current assets were further
decreased by the timing of lock-box transfers, which reduced outstanding debt
under the Company's line of credit.
The net increase in property, plant and equipment of $599,000, or
3.6%, represents general equipment expenditures of $1,048,000, combined
with $1,055,000 of new business system capital costs, offset against
depreciation expense of $1,504,000 for the nine-month period ended March
28, 1997.
Intangibles and other assets decreased $307,000, or 13.3%, primarily
due to amortization of deferred costs.
Current liabilities have increased $755,000 (5.8%) due in part to the
$320,000 increase in the current portion of long-term debt associated with
the term financing related to the new business system and the Electronics
Division plant in Cuba, New York. Trade payables and other accrued
liabilities increased approximately $435,000.
<PAGE>
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Cont'd)
Long-term debt and other liabilities decreased $2,317,000, or
approximately 9.1%, from June 30, 1996. This decrease reflects the
Company's favorable cash flow generated from operations year-to-date, which
were used to fund all fiscal 1997 capital expenditures, with the excess
applied against outstanding debt.
The increase in shareholders' equity of $422,000 is due to year-to-
date net income of $314,000 and the $108,000 proceeds from employee stock
purchase plan programs received since June 30, 1996.
The Company has financed its working capital requirements, as well as
its year-to-date capital expenditures, through operations. The Company
expects that operating activities for the remainder of fiscal 1997 will
provide adequate cash flow to support working capital requirements and
remaining equipment expenditures through the end of the current fiscal
year.
The Company has in place a credit agreement which provides for two
secured term loans, with current principal balances of $4,048,324 and
$1,733,333, respectively, and a secured revolving credit line, with a
$21,000,000 limit and maturity date of December 1, 1997, against which the
Company has combined outstanding borrowings and letters of credit of
approximately $12,287,815. Outstanding borrowings against the revolving
credit facility are limited by formula to specified amounts of accounts
receivable and inventory, reduced by outstanding term debt. As of March
28, 1997, unborrowed funds available on the line of credit were
approximately $5,618,000. Management believes that the current financing
arrangement will provide adequate liquidity for the near term, with
negotiations near complete, which would extend the financing agreement and
provide slightly more favorable terms.
The Company concluded the sale of its URDC plant located in West
Jordan, Utah, in May, for net proceeds of approximately $525,000.
<PAGE>
<PAGE>
RESULTS OF OPERATIONS:
Thirteen- and thirty-nine-week periods ended March 28, 1997,
compared with the comparable thirteen- and thirty-nine-week periods
ended March 29, 1996
Consolidated sales for the thirteen- and thirty-nine-week periods
ended March 28, 1997, were $24,006,000 and $70,707,000, respectively,
compared with $23,155,000 and $72,511,000 for the comparable periods of a
year earlier, or an increase over the prior year's same quarter of 3.7% and
a decrease of 2.5% year-to-date from the comparable prior-year period. Net
sales have increased in the quarter-to-quarter comparison as a result of
improved order-fill rates leading to strong sales of transformer products
through distribution, combined with significant improvements in production
throughput at the Aerospace Division, allowing for recent progress to be
made against existing backlogs. Year-to-date sales, compared with the same
period of a year ago, declined $1,805,000. While transformer sales through
distribution improved over the prior year, sales declines in the
Electronics operation were experienced in uninterruptible power supply
(UPS) product and OEM power supply units, as existing programs matured and
delays occurred with new customer programs. The Company is making the
appropriate adjustments in the Electronics Division to minimize the
economic impact associated with lower sales. Engineering program revenue
in the Aerospace Division was $660,000 less in the current year, compared
with the same period in 1996.
Cost of sales as a percentage of sales for the thirteen- and thirty-
nine-week periods ended March 28, 1997, were 76.0% and 76.5%, respectively,
compared to 77.0% and 78.2% for the comparable periods of the prior year.
The improvement in the cost of sales ratio, both for the quarter-to-quarter
and year-to-date comparisons, is attributable to improved labor
productivity, lower material costs, and higher sales volume (favorable
effect on overhead as a %) in the Company's Power Distribution Products
Division. Improvements in the Company's Aerospace Division further
contributed to improved margins, as a result of both production throughput
improvement and slightly more profitable product mix in the quarter due to
spare-part sales to the aftermarket.
Research and engineering expenses as a percent of net sales for the
thirteen- and thirty-nine-week periods ended March 28, 1997, were 4.8% and
4.9%, respectively, compared to 5.1% and 4.8% for the similar periods of a
year ago. The quarter-to-quarter decrease primarily reflects the increased
sales of the quarter, as actual costs remained unchanged in the quarter and
year-to-date comparisons.
Selling and administrative costs as a percent of net sales for the
thirteen- and thirty-nine-week periods ended March 28, 1997, increased from
14.8% and 15.4% at March 29, 1996, to 16.0% and 15.9%, respectively.
Current year costs are higher in the quarter and year-to-date comparisons,
because the prior year's quarter (and thereby year-to-date) expenses were
offset by a reversal of a $400,000 loss reserve, resulting from the
favorable settlement of the sealed lead acid battery (SLAB) contract with
the Department of the Navy. Excluding the $400,000 offset recorded against
the prior year costs, current year selling and administrative costs were
unchanged in the quarter-to-quarter comparison and lower by $313,000 in the
year-to-date comparison.
Interest expense as a percent of net sales for the thirteen- and
thirty-nine-week periods ended March 28, 1997, declined to 1.7% and 1.9%,
respectively, from 2.6% and 2.4% for the comparable periods of the prior
year. Interest expense for the thirteen- and thirty-nine-week periods
compared to the prior year decreased <PAGE>
<PAGE>
RESULTS OF OPERATIONS (Cont'd)
$169,000 and $389,000, respectively. These reductions are due to reduced
debt levels, as the Company has reduced its working capital by more than
$7,000,000 from March 1996 to March 1997.
Income taxes as a percent of income (loss) before taxes were 38.4% and
41.4%, respectively, for the thirteen- and thirty-nine-week periods ended
March 28, 1997, compared with 48.2% and 27.2%, respectively, for the
comparable periods a year earlier. The variation in the effective tax rate
is due to the low pre-tax earnings and the relative effect that certain
book-to-tax differences (book expenses not deductible for tax purposes to
include losses from the foreign joint venture) have on the calculated
effective rate. The effective tax rate as a percentage of domestic
earnings has remained essentially unchanged at 38.5%.
Backlog at March 28, 1997, was $17,243,000, compared with $18,014,000
at the end of the comparable period of the prior year. Backlog at the
Aerospace Division has increased nearly $3,800,000 over the balance of a
year ago. The Division is slowly making progress in its production output,
which will begin to address the growth in backlog. The backlog at the
Electronics Division has decreased nearly $5,000,000 from the March 1996
level, as certain programs began to mature and delays are experienced with
new programs.
In February 1997, Statement of Financial Accounting Standards (SFAS)
No. 128, "Earnings per Share," was issued. SFAS No. 128 alters the
computation and presentation of reported earnings per share. The Statement
is required to be adopted for the interim reporting period ending in
December 1997. Earlier application is not permitted. The Company does not
expect SFAS No. 128 to have a material affect on reported earnings per
share.
PART II
OTHER INFORMATION
Item 5. Other Information
- --------------------------
a. Exhibits
- Interim Report dated May 2, 1997,
for the third quarter ended
March 28, 1997. See Exhibit 13 attached
- Financial Data Schedule See Exhibit 27 attached
- News Release dated April 29, 1997,
announcing results of operations
for the thirteen- and thirty-nine-
week periods ended March 28, 1997. See Exhibit 99 attached
b. There were no reports filed on Form 8-K during the thirty-
nine-week period ended March 28, 1997.
<PAGE>
<PAGE>
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.
ACME ELECTRIC CORPORATION
(Registrant)
Date: May 12, 1997 /s/
Robert J. McKenna
Chairman, President and
Chief Executive Officer
Date: May 12, 1997 /s/
Michael A. Simon
Corporate Controller
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> MAR-28-1997
<CASH> 115
<SECURITIES> 0
<RECEIVABLES> 15,960
<ALLOWANCES> 680
<INVENTORY> 14,397
<CURRENT-ASSETS> 33,939
<PP&E> 38,060
<DEPRECIATION> 20,992
<TOTAL-ASSETS> 53,004
<CURRENT-LIABILITIES> 13,769
<BONDS> 22,348
0
0
<COMMON> 24,038
<OTHER-SE> (7,932)
<TOTAL-LIABILITY-AND-EQUITY> 53,004
<SALES> 70,707
<TOTAL-REVENUES> 70,707
<CGS> 54,094
<TOTAL-COSTS> 68,799
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,372
<INCOME-PRETAX> 536
<INCOME-TAX> 222
<INCOME-CONTINUING> 314
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 314
<EPS-PRIMARY> .04
<EPS-DILUTED> .04
</TABLE>
ACME ELECTRIC CORPORATION
INTERIM REPORT 3
39 WEEKS ENDED MARCH 28, 1997
To Our Shareholders:
Net income for the third quarter was $224,000 on sales of
$24,006,000. This compares to a net income of $73,000 on sales of
$23,155,000 for the same quarter last year.
Our Aerospace Division has made solid progress this past quarter in
resolving protracted operational problems. The Division also secured an
important multi-year contract for FNC battery systems on the McDonnell
Douglas Apache Helicopter Longbow program.
The conversion to Demand Flow-Registered Trademark- Technology is
nearly complete in the Electronics Division, with only a few minor
details still being attended to. We expect to begin yielding the
benefits of this new process technology in the months ahead.
Several new programs under development by the Electronics Division
were delayed at our customers' request, which will curtail sales for this
Division over the next six months. We have made the necessary
adjustments to this business to minimize the resulting economic impact.
Our efforts to expand globally the Power Distribution Products
Division's business continue to bear fruit. The Division's fourth
largest customer is now based in the Far East, and distribution expansion
continues throughout Latin America.
Corporate-wide conversion to an Oracle-Registered Trademark-
client/server-based business system began at our Electronics Division
during April. The two remaining Divisions will convert to the new system
over the next six to nine months.
We have made a great deal of progress over the past 24 months, but
still have much work ahead. Although our economic results are improving,
they continue to be negatively impacted by the major change initiatives
underway. The management team understands what is required of them and
is committed to achieving success.
Robert J. McKenna
Chairman and CEO
May 2, 1997<PAGE>
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<CAPTION>
ACME ELECTRIC CORPORATION
East Aurora, New York
The following tables set forth certain unaudited financial information for the
thirty-nine-week
periods ended March 28, 1997, and March 29, 1996 (in thousands, except for per
share data):
BALANCE SHEET
-------------
Mar. 28, 1997 Mar. 29, 1996
June 30, 1996
------------- -------------
- -------------
<S> <C> <C>
<C>
Current Assets................. $33,939 $37,091
$35,371
Fixed Assets and Other - Net... 19,065 18,541
18,773
Total........................ $53,004 $55,632
$54,144
Current Liabilities............ $13,769 $10,054
$13,014
Long-Term Debt................. 23,129 30,064
25,446
Shareholders' Equity........... 16,106 15,514
15,684
Total........................ $53,004 $55,632
$54,144
</TABLE>
<TABLE>
<CAPTION>
INCOME STATEMENT
13 Weeks 13 Weeks 39 Weeks 39
Weeks Fiscal Year
Ended Ended Ended
Ended Ended
03/28/97 03/29/96 03/28/97
03/29/96 06/30/96
-------- -------- --------
- -------- --------
<S> <C> <C> <C> <C>
Net Sales.................... $24,006 $23,155 $70,707
$72,511 $96,551
Net Income (Loss)............ 224 73 314
(428) (280)
Net Income (Loss) Per Common
Share $.04 $.01 $.06
$(.09) $(.06)
Weighted Average Number of
Shares Outstanding Used
to Compute Income (Loss)
Per Common Share.......... 4,968,426 4,949,320 4,963,784
4,953,436 4,955,626
</TABLE>
Company news is available by FAX: dial 1-800-758-5804 and input extension
006675; or for INTERNET
access go to: http://www.prnewswire.com/cnoc/exec/menu?006675
ACME ELECTRIC CORPORATION
NEWS RELEASE
ANNOUNCING RESULTS OF OPERATIONS FOR THE THIRTEEN-
AND THIRTY-NINE-WEEK PERIODS ENDED MARCH 29, 1997
FOR IMMEDIATE RELEASE
ACME ELECTRIC REPORTS THIRD QUARTER RESULTS
EAST AURORA, N.Y., April 29, 1997 -- Acme Electric Corporation
(NYSE:ACE) today reported that the thirteen-week-period ending March 28,
1997, produced sales of $24,006,000 and net income of $224,000, or $.04 per
share, compared to sales of $23,155,000 and a net income of $73,000, or
$.01 per share, for the comparable period of last year.
Sales for the thirty-nine-week period ending March 28, 1997, totaled
$70,707,000, resulting in net income of $314,000, or $.06 per share,
compared to sales of $72,511,000, with a net loss of $428,000, or $.09 per
share, for the comparable period of the prior year.
Robert J. McKenna, Chairman and CEO, stated that, "Sales are improving
at the Aerospace Division, which recently secured an important contract for
FNC battery systems on the McDonnell Douglas Apache Helicopter Longbow
program, and at the Power Distribution Products Division, which continues
to expand globally. Several new programs under development by the
Electronics Division have been delayed at our customers' request, which
will temporarily curtail sales in that Division, but necessary adjustments
have been made to minimize the resulting economic impact."
Mr. McKenna also reported that, "The Electronics Division has
completed the implementation of Demand Flow-Registered Trademark-
Technology (DFT) and has been recognized for this accomplishment with
certification by the JCIT Institute in Englewood, Colorado. Corporate-wide
conversion to an Oracle-Registered Trademark- client/server-based business
system is underway, beginning at the Electronics Division, with completion
at the remaining divisions planned by the end of the calendar year."
Mr. McKenna concluded by noting that, "Great progress has been made
and, although our economic results are improving, they continue to be
negatively impacted by the cost of the major change initiatives still
underway."
Founded in 1917, Acme Electric Corporation is a leader in the design
and manufacture of power conversion products for electronic and electric
systems for industrial, commercial, residential, and military and aerospace
applications. Corporate headquarters are in East Aurora, N.Y., with
operations in Cuba, N.Y., Lumberton, N.C., and Tempe, Ariz.
# # # # #<PAGE>
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<TABLE>
<CAPTION>
ACME ELECTRIC CORPORATION
Comparative Analysis
(in thousands, except for per share data)
13 Weeks 13 Weeks 39 Weeks 39 Weeks
Ended Ended Ended Ended
Mar. 28, 1997 Mar. 29, 1996 Mar. 28, 1997 Mar. 29, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Sales $24,006 $23,155 $70,707 $72,511
Net Income (Loss) 224 73 314 (428)
Earnings (Loss) per share $.04 $.01 $.06 $(.09)
Weighted Number of Shares
Outstanding Used to Compute
Income Per Common Share 4,968,426 4,949,320 4,963,784 4,953,436
</TABLE>
