<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30,1994
-----------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________to______________.
Commission File Number : 1-4323
------
GIANT GROUP, LTD.
(Exact name of registrant as specified in its charter)
Delaware 23-0622690
----------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation) Identification No.)
150 El Camino Drive, Suite 303, Beverly Hills, California 90212
---------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 273-5678
--------------
Highway 453, P.O. Box 218, Harleyville, South Carolina 29448
--------------------------------------------------------------
(Former address of principal executive offices) (Zip Code)
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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the date of this filing.
Common Stock, $.01 Par Value 5,180,000 Shares
---------------------------------------------
(Not including 1,786,000 shares held by the Company as treasury shares)
Page 1 of 14
Exhibit Index on Page 12
<PAGE>
GIANT GROUP, LTD.
INDEX
PART I FINANCIAL INFORMATION
PAGE NO.
Item 1. Financial Statements
Condensed Consolidated Statements of Operations - Three
and Nine-Month Periods Ended September 30, 1994 and 1993. 3
Condensed Consolidated Balance Sheets - September 30,
1994 and December 31, 1993............................... 4
Condensed Consolidated Statements of Cash Flows - Nine-
Month Periods Ended September 30, 1994 and 1993.......... 5
Notes to Consolidated Financial Statements............... 6-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 10-11
PART II OTHER INFORMATION
Item 1. Legal Proceedings........................................ 12
Item 5. Other Information........................................ 12
Item 6. Exhibits and Reports on Form 8-K......................... 12
(a)Exhibits............................................... 12
(b)Report on Form 8-K..................................... 12
2
<PAGE>
GIANT GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
for the three and nine-month periods ended September 30, 1994 and 1993
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue:
Investment income $ 9,000 $ 349,000 $ 470,000 $ 1,097,000
Gain (Loss) on investments - (72,000) (1,062,000) 411,000
Equity in earnings (loss) of affiliate (1,845,000) (1,175,000) (3,185,000) 100,000
Other 4,000 4,000 12,000 12,000
----------- ---------- ---------- ----------
(1,832,000) (894,000) (3,765,000) 1,620,000
Cost and expenses:
General and administrative expenses 1,074,000 796,000 2,972,000 2,632,000
Interest expense 1,042,000 1,213,000 3,442,000 3,638,000
Depreciation 129,000 134,000 327,000 401,000
----------- ---------- ---------- ----------
Loss from continuing operations
before income taxes (4,077,000) (3,037,000) (10,506,000) (5,051,000)
Credit for income taxes (1,386,000) (1,033,000) (3,572,000) (1,717,000)
----------- ---------- ---------- ----------
Loss from continuing operations (2,691,000) (2,004,000) (6,934,000) (3,334,000)
Income from discontinued operations
net of income taxes 3,538,000 2,011,000 6,597,000 3,501,000
----------- ---------- ---------- ----------
Net income (loss) $ 847,000 $ 7,000 $ (337,000) $ 167,000
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
Per common share:
Loss from continuing operations $ (.52) $ (.39) $ (1.34) $ (.64)
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
Net income (loss) $ .15 $ .00 $ (.07) $ .03
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
Weighted average common shares:
Loss from continuing operations 5,180,000 5,180,000 5,180,000 5,180,000
Net income (loss) 6,483,000 5,180,000 5,180,000 5,180,000
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
GIANT GROUP, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, December 31,
ASSETS 1994 1993
---- ----
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,215,000 $ 4,123,000
Marketable securities 13,000 16,945,000
Net current assets - discontinued
operations 50,275,000 11,136,000
Other current assets 109,000 683,000
------------ -----------
Total current assets 52,612,000 32,887,000
------------ -----------
Net non-current assets - discontinued
operations - 33,087,000
------------ -----------
Investment in affiliate 41,521,000 43,706,000
------------ -----------
Property, plant and equipment, at cost 5,060,000 5,173,000
Less accumulated depreciation 1,435,000 1,107,000
------------ -----------
3,625,000 4,066,000
------------ -----------
Deferred charges and other assets 707,000 473,000
------------ -----------
Total assets $ 98,465,000 $114,219,000
------------ -----------
------------ -----------
LIABILITIES
Current liabilities:
Short-term borrowings $ 1,883,000 $ 16,742,000
Accrued expenses 3,052,000 1,918,000
Current maturities of long-term debt 42,796,000 176,000
------------ -----------
Total current liabilities 47,731,000 18,836,000
------------ -----------
Long-term debt, net of current maturities 1,669,000 44,313,000
Deferred income taxes 1,935,000 3,603,000
------------ -----------
Total liabilities 51,335,000 66,752,000
------------ -----------
Contingent liabilities (Note 5)
SHAREHOLDERS' EQUITY
Common stock, $.01 par value; authorized
12,500,000 shares in 1994 and 25,000,000
shares in 1993, issued 6,966,000 shares $ 69,000 $ 69,000
Capital in excess of par value 33,508,000 33,508,000
Retained earnings 31,320,000 31,657,000
------------ -----------
64,897,000 65,234,000
Less common stock in treasury; 1,786,000
shares, at cost 15,763,000 15,763,000
Reduction for additional pension liability 2,004,000 2,004,000
------------ -----------
Total shareholders' equity 47,130,000 47,467,000
------------ -----------
Total liabilities and
shareholders' equity $ 98,465,000 $114,219,000
------------ -----------
------------ -----------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
GIANT GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the nine-month periods ended September 30, 1994 and 1993
(Unaudited)
1994 1993
---- ----
<S> <C> <C>
Operations:
Net income (loss)............................ $ (337,000) $ 167,000
Adjustments to reconcile net earnings to net
cash used by continuing operations -
Discontinued operations...................... (6,597,000) (3,501,000)
Depreciation and depletion................... 327,000 401,000
(Gain) loss on investments................... 1,062,000 (411,000)
Equity in (earnings) loss of affiliate....... 3,185,000 (100,000)
Amortization of deferred charges and other... 150,000 133,000
Changes in operating assets and liabilities:
Other current assets......................... 589,000 1,772,000
Accrued expenses............................. 73,000 840,000
----------- -----------
Net cash used by continuing operations....... (1,548,000) (699,000)
Net cash provided by discontinued operations. 9,726,000 6,278,000
----------- -----------
Net cash provided by operations.......... 8,178,000 5,579,000
----------- -----------
Investing:
Sales of marketable securities............... 15,577,000 1,771,000
Purchase of property, plant and equipment:
Continuing operations...................... (648,000) -
Discontinued operations.................... (5,845,000) (4,274,000)
Investment in affiliate...................... (1,000,000) -
Restricted investments - discontinued
operations................................ (1,951,000) -
----------- -----------
Net cash provided (used) by investing..... 6,133,000 (2,503,000)
----------- -----------
Financing:
Repayment of short-term borrowings........... (14,859,000) (391,000)
Repayment of long-term debt.................. (130,000) (120,000)
Repayment of debt - discontinued operations.. (1,230,000) (1,374,000)
----------- -----------
Net cash used by financing................ (16,219,000) (1,885,000)
----------- -----------
Increase (decrease) in cash and
cash equivalents................... (1,908,000) 1,191,000
Cash and Cash Equivalents:
Beginning of period.......................... 4,123,000 1,064,000
----------- -----------
End of period................................ $ 2,215,000 $ 2,255,000
----------- -----------
----------- -----------
Supplemental Information:
Cash (paid) received for:
Interest.................................. $(2,516,000) $(2,712,000)
Income taxes.............................. (85,000) 1,502,000
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
GIANT GROUP, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have been
prepared in accordance with the requirements for interim financial
statements and, accordingly, they are condensed and omit disclosures which
would substantially duplicate those contained in the most recent annual
report to stockholders. The financial statements as of September 30, 1994
and for the interim periods ended September 30, 1994 and 1993 are unaudited
and, in the opinion of management, include all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation.
The financial information as of December 31, 1993 has been derived from the
audited financial statements as of that date. For further information,
refer to the financial statements and notes included in the Company's 1993
Annual Report to Shareholders.
2. INVESTMENTS IN AFFILIATES
Summarized unaudited financial information for Rally's Hamburgers, Inc.,
the Company's 38% owned affiliate, follows:
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
October 2, 1994 October 3, 1993
--------------- ---------------
<S> <C> <C>
Revenues $ 54,602,000 $46,901,000
Operating loss (4,124,000) (1,162,000)
Net loss (4,495,000) (2,875,000)
Company's share of net
loss and amortization of
excess purchase cost $ (1,845,000) $(1,175,000)
</TABLE>
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
October 2, 1994 October 3, 1993
--------------- ---------------
<S> <C> <C>
Revenues $149,510,000 $129,182,000
Operating income (loss) (3,671,000) 6,112,000
Net income (loss) (7,288,000) 1,147,000
Company's share of net income
(loss) and amortization of
excess purchase cost $ (3,185,000) $ 100,000
</TABLE>
6
<PAGE>
GIANT GROUP, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The quoted market value of the Company's 38% investment in Rally's was
$24,035,000 at September 30, 1994 and declined to $20,337,000 at October
31, 1994. The Company believes that the decline in the market value of its
investment in Rally's is temporary. Accordingly, the Company has not
adjusted the carrying value of its investment in Rally's to reflect a
decline in value.
On August 24, 1994, the Company entered into a subscription agreement for
the purchase of 2,500,000 shares of Rally's common stock at $4.00 per share
for $10,000,000 of which $1,000,000 was paid upon signing the agreement and
$9,000,000 was paid on October 25, 1994. This transaction increased the
Company's ownership percentage in Rally's to 46.9%.
3. ACCRUED EXPENSES
<TABLE>
<CAPTION>
September 30, December 31,
1994 1993
---- ----
<S> <C> <C>
Interest $ 1,697,000 $ 771,000
Income taxes 940,000 75,000
Other 415,000 1,072,000
----------- -----------
$ 3,052,000 $ 1,918,000
----------- -----------
----------- -----------
</TABLE>
4. DISCONTINUED OPERATIONS
On October 6, 1994, KCC Delaware, a wholly owned subsidiary of the Company,
sold through an initial public offering 100% of the stock of its wholly
owned subsidiary, Giant Cement Holding, Inc. Giant Cement Holding, Inc.
owns Giant Cement Company, Keystone Cement Company and Giant Resource
Recovery Company, Inc. Through this transaction, the Company divested
itself from all of its cement and resource recovery operations. The
consolidated financial statements have been reclassified to separately
report the discontinued cement operations.
The net proceeds from this transaction of approximately $127 million
resulted in a gain of approximately $48 million net of related income
taxes. A portion of the proceeds from this public offering has been used
to prepay, in November 1994, the Company's 7% Subordinated Debentures, due
April 15, 2006 and 14.5% Subordinated Notes, due April 15, 1995. The early
retirement of the debt will require the use of approximately $43,700,000 of
the proceeds of the sale of the Company's cement operations and will
result in an extraordinary loss on early retirement of the 7% Debentures of
$886,000, net of income taxes.
7
<PAGE>
GIANT GROUP, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A pro-forma balance sheet reflecting the sale of Giant Cement Holding and the
related transactions is listed below. The pro-forma adjustments below are
unaudited and reflect management's best current estimates.
<TABLE>
<CAPTION>
September 30, Pro-Forma September 30, 1994
1994 Adjustments as Adjusted
------------ ----------- -----------
(Amounts in Thousands)
<S> <C> <C> <C>
Cash and investments $ 2,228 125,822 (1) $ 82,109
(45,941)(2)
Discontinued operations 50,275 (50,275)(1) -
Other current assets 109 109
Investment in affiliate 41,521 41,521
Other assets 4,332 (264)(2) 4,068
-------- --------
Total assets $ 98,465 $127,807
-------- --------
-------- --------
Current maturities of
debt $ 42,796 (42,796)(2) -
Other current
liabilities 4,935 25,740 (1) 28,152
(2,523)(2)
Other liabilities 3,604 3,604
Common stock and paid
in capital 33,577 33,577
Retained earnings 31,320 47,803 (1) 78,237
(886)(2)
Treasury stock (15,763) (15,763)
Reduction for additional
pension liability (2,004) 2,004 (1) -
-------- --------
$ 98,465 $127,807
-------- --------
-------- --------
<FN>
(1) To reflect the balance sheet effect of the sale of Giant Cement Holding,
Inc. and the accrual of the related income tax impact.
(2) To reflect transactions relating to the early retirement of the 7%
Subordinated Debentures and the 14.5% Subordinated Notes and the accrual of
the related income tax impact.
</TABLE>
Selected financial information from discontinued operations is as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
1994 1993 1994 1993
---- ---- ---- ----
(Amounts in 000's)
<S> <C> <C> <C> <C>
Revenues $26,575 $22,246 $69,352 $60,182
Costs and expenses 21,214 19,101 59,355 54,781
------- ------- ------- -------
5,361 3,145 9,997 5,401
Provision for income taxes 1,823 1,134 3,400 1,900
------- ------- ------- -------
Income from discontinued
operations $ 3,538 $ 2,011 $ 6,597 $ 3,501
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
8
<PAGE>
GIANT GROUP, LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
5. CONTINGENT LIABILITIES
In January 1994, two class action lawsuits were filed on behalf of the
shareholders of Rally's Hamburgers, Inc. in the United States District
Court, Western District of Kentucky, against Rally's, its controlling
shareholders, the Company and Burt Sugarman, Chairman of the Company and
Chairman of Rally's, and certain of Rally's officers and directors. The
Complaints allege violations of the Securities Exchange Act of 1934 with
respect to Rally's common stock and seek unspecified damages. Management
is unable to predict the outcome of this matter at the present time. The
Company maintains directors and officers liability insurance policies with
total coverage of $15,000,000. However, due to the complexity of the
allegations in the complaint and management's inability to predict the
ultimate outcome of the matter, management is unable to ascertain whether
or not the available directors and officers insurance coverages will apply.
Rally's and the Company are defending themselves vigorously in this matter.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
DISCONTINUED OPERATIONS
Effective October 6, 1994, the KCC Delaware, a wholly owned subsidiary of the
Company, sold 100% of the stock of its wholly owned subsidiary Giant Cement
Holding, Inc. through an initial public offering. The net proceeds from this
transaction of approximately $127 million resulted in a gain of approximately
$48 million net of related income taxes. A portion of the proceeds from this
public offering will be used to prepay, in November 1994, the Company's 7%
Convertible Subordinated Debentures, due April 15, 2006 and 14.5% Subordinated
Notes, due April 15, 1995. The early retirement of the debt will require the
use of approximately $43,700,000 of the proceeds of the sale of the Company's
cement operations and will result in an extraordinary loss on early retirement
of the 7% Convertible Subordinated Debentures of $886,000, net of income taxes.
For additional information regarding discontinued operations, See Note 4 of the
Consolidated Financial Statements elsewhere within.
RESULTS OF CONTINUING OPERATIONS
Investment income for the quarter and year to date decreased $340,000 to $9,000
and $627,000 to $470,000, respectively. The decrease resulted from lower
average amounts of funds invested compared to the same periods in 1993.
Declines in the fair market value of the Company's marketable securities in 1994
resulted in losses of $1,062,000 year to date. The losses were the result of
the general decline in the market value of fixed income securities in early
1994, which was due to an increase in prevailing interest rates.
Equity in earnings (loss) of affiliate was a loss of $1,845,000 and $3,185,000
in 1994 compared to a loss of $1,175,000 and earnings of $100,000 in 1993 for
the three and nine-month periods ended respectively, as a result of losses
incurred by the Company's 38% owned affiliate Rally's Hamburger's, Inc.
("Rally's").
Selling, general and administrative expenses increased $278,000 to $1,074,000
for the quarter and increased $340,000 to $2,972,000 for the nine-month period
ended September 30, 1994. The expense increase primarily related to increased
legal and travel expense for the quarter, and increased legal expense for the
nine months.
Interest costs decreased $171,000 for the quarter to $1,042,000 and $196,000 to
$3,442,000 for the nine-month period ended September 30, 1994. The decline in
interest expense resulted from the repayment of $14,859,000 of margin
borrowings, primarily in the second quarter of 1994.
10
<PAGE>
The income tax provisions recorded for the three and nine-month periods ended
September 30, 1994 and 1993, relate to federal and state income taxes and have
been recorded at an estimated annual effective rate of 34%.
Income from discontinued operations increased 75.9% to $3,538,000 and 88.4% to
$6,597,000 for the quarter and year to date as a result of improved cement
operations as compared to the prior year. The improvement related primarily to
increased shipping volumes and selling prices of cement as compared to the prior
year.
Net income for the third quarter of 1994 was $847,000 as compared to $7,000 for
the third quarter of 1993. For the nine-month period ended September 30, 1994,
net loss was $337,000 compared to net income of $167,000 for the comparable
period in 1993. The increases in net income for the quarter were a result of
the improved results of the Company's discontinued operations compared to the
prior year offset by higher equity in losses of affiliate. The loss for the
nine months was the result of equity in losses of affiliate and losses on
investments offset by improved results from discontinued operations.
LIQUIDITY AND CAPITAL RESOURCES
Cash used by continuing operations for the nine-month period ended September 30,
1994 was $1,548,000 compared to $699,000 for the comparable 1993 period. The
change in cash used by continuing operations was primarily the result of an
income tax refund of $1,503,000 received in 1993. Net cash provided (used) by
investing activities increased from $2,503,000 used in 1993 to $6,133,000
provided in 1994 as a result of increased sales of marketable securities in 1994
versus 1993. Net cash used by financing activities increased from $1,885,000 in
1993 to $16,219,000 in 1994 as a result of the repayment of short-term margin
borrowings during 1994.
On August 24, 1994, the Company entered into a subscription agreement for the
purchase of 2,500,000 shares of Rally's common stock at $4.00 per share for
$10,000,000 of which $1,000,000 was paid upon signing the agreement and
$9,000,000 was paid on October 25, 1994. This transaction increased the
Company's ownership of Rally's common stock to 7,430,000 shares, which
represents 46.9% of Rally's outstanding common stock.
On a pro-forma basis at September 30, 1994, adjusted for the sale of the
Company's cement operations and the repayment of the Company's 7% Convertible
Subordinated Debentures and the 14.5% Subordinated Notes, the Company had cash
and investments totalling $82,109,000, current liabilities totalling $28,152,000
and total equity of $96,051,000. Exclusive of the $9,000,000 invested in
Rally's on October 25, 1994, and after the payment of income taxes and other
liabilities currently payable, on a pro-forma basis, the Company will have
approximately $45,000,000 to pursue investment opportunities.
11
<PAGE>
GIANT GROUP, LTD.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For information regarding legal matters regarding the Company, see Note 5 of the
Notes to Consolidated Financial Statements elsewhere herein.
Legal matters regarding Keystone Cement Company, previously reported in the
Company's Annual Report on From 10-K for the year ended December 31, 1993,
remain obligations of Keystone Cement Company, which effective October 6, 1994
is no longer owned by the Company. Additionally, the Company has entered into
an agreement with Giant Cement Holding, Inc., releasing the Company and KCC
Delaware Company (KCC) from, and indemnifying the Company and KCC against,
claims made against either of them by reason of their having been the parent
company of Giant Cement Holding, Inc. or its subsidiaries. A copy of the
Release and Indemnification Agreement was filed as Exhibit No. 2 to the
Company's Report on Form 8-K, dated October 6, 1994.
ITEM 5. OTHER INFORMATION
On September 29, 1994, the SEC declared effective the Form S-1 Registration
Statement (File No. 33-78260) for the initial public offering of 100% of the
Company's interest in Giant Cement Holding, Inc., a newly-formed wholly owned
subsidiary of the Company, which in turn wholly owns Giant Cement Company,
Keystone Cement Company and Giant Resource Recovery Company. On October 6,
1994, Giant Cement Holding, Inc. closed the offering for the sale by KCC of
10,000,000 shares, constituting all of the outstanding shares of common stock,
at an offering price of $14.00 per share. See Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
11. Earning per share calculations.
27. Financial data schedule.
(b) Reports on Form 8-K
During the quarter ended September 30, 1994, the
Company did not file any reports on Form 8-K.
Items 2, 3 and 4 are not applicable.
12
<PAGE>
SIGNATURE
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.
GIANT GROUP, LTD. - Registrant
/s/ Burt Sugarman
By: ---------------------------
Burt Sugarman
Chairman of the Board
By: /s/ David Gotterer
----------------------------
David Gotterer
Vice Chairman
Date: November 14, 1994
13
<PAGE>
GIANT GROUP, LTD.
EARNINGS PER SHARE
Exhibit 11
<TABLE>
<CAPTION>
Three Months Ended
September 30
1994
----
PRIMARY EARNINGS PER SHARE
<S> <C>
Net income $ 847,000
Add: Interest expense reduction,
net of tax (3) 110,000
----------
$ 957,000
----------
----------
Weighted average number
of common shares
outstanding (1) ** 6,483,000
Net income per common share $ .15
----------
----------
FULLY DILUTED EARNINGS PER SHARE
Net income $ 847,000
Add: Interest expense on
subordinated debentures
assumed converted, net
of tax 396,000
Add: Interest expense reduction,
net of tax (3) 93,000
----------
Net income for fully
diluted shares $1,336,000
----------
----------
Fully diluted weighted average
number of common shares
outstanding (1) (2) ** 8,691,000
Net income per common share $ .15
----------
----------
<FN>
(1) Includes incremental common shares issuable upon exercise of outstanding
options.
(2) Includes common shares issuable upon conversion of the 7% convertible
subordinated debentures.
(3) Reduction of interest expense, net of tax on the Company's 14 1/2%
Subordinated Notes assumed retired with option exercise proceeds in
excess of that amount required to retire twenty percent of the Company's
outstanding stock.
** Actual common shares outstanding at September 30, 1994 were 5,180,000.
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> SEP-30-1994
<CASH> 2,215
<SECURITIES> 13
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 52,612<F1>
<PP&E> 5,060
<DEPRECIATION> 1,435
<TOTAL-ASSETS> 98,465
<CURRENT-LIABILITIES> 47,731<F2>
<BONDS> 1,669
<COMMON> 69
0
0
<OTHER-SE> 47,061
<TOTAL-LIABILITY-AND-EQUITY> 98,465
<SALES> 0
<TOTAL-REVENUES> (3,765)<F3>
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,299
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,442
<INCOME-PRETAX> (10,506)
<INCOME-TAX> (3,572)
<INCOME-CONTINUING> (6,934)
<DISCONTINUED> 6,597
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (337)
<EPS-PRIMARY> (.07)
<EPS-DILUTED> 0
<FN>
<F1>Includes $50,275 assets in discontinued operations
<F2>Includes $42,796 of current maturities of long-term debt
<F3>Includes $3,185 of equity in losses of affiliate.
</FN>
</TABLE>
