SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 June 30, 1994
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 No. 1-5027
AMDURA CORPORATION
(Exact name of Registrant as Specified in Its Charter)
Delaware 41-0121800
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
900 Main Street South
Suite 2A, Building B
Southbury, Connecticut 06488-0870
(Address of Principal Executive Offices) (Zip code)
2801 Dawson Road, Tulsa, Oklahoma 74110
(Former address, if changed since last report)
Registrant's Telephone Number, Including Area Code: (203) 262-0570
DC-154078.2
<PAGE>
_________________________
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 by check mark whether the registrant has filed all documents
and reports required to be filed by Section 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 X No
--------- ---------
The number of shares outstanding of the registrant's only class of
Common Stock, $.01 par value, as of the close of business on August 1, 1994
was 24,664,112.
<PAGE>
AMDURA CORPORATION
FORM 10-Q
For the quarterly period ended June 30, 1994
CONTENTS
Page
PART I - Financial Information
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets . . . . . . . . . . . 3
Consolidated Condensed Statements
of Earnings . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Condensed Statements
of Changes in Stockholders' Capital . . . . . . . . . . . 5
Consolidated Condensed Statements
of Cash Flows . . . . . . . . . . . . . . . . . . . . . . 6
Notes to Consolidated Condensed
Financial Statements . . . . . . . . . . . . . . . . . . 7
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . 9
PART II - Other Information
Item 4. Submission of Matters to a
Vote of Security Holders . . . . . . . . . . . . . . . . . 12
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Item 5. Other Information . . . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 13
SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
AMDURA CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands)
________________________________________________________________________________________________________
June 30,
1994 December 31,
ASSETS (Unaudited) 1993
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 3,732 $ 4,377
Accounts and notes receivable, net 19,316 16,676
Inventories 39,098 33,179
Other current assets 2,003 2,148
---------- ----------
Total current assets 64,149 56,380
Property, plant and equipment, net 39,439 38,240
Other Assets:
Reorganization value in excess of amounts
allocable to identifiable assets, net 10,374 11,824
PBGC Trust 2,667 3,122
Other assets 3,601 2,935
---------- ----------
16,642 17,881
---------- ----------
Total assets $ 120,230 $ 112,501
========== ==========
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<PAGE>
LIABILITIES AND STOCKHOLDERS' CAPITAL
Current Liabilities:
Notes payable $ 1,561 $ 2,062
Trade accounts payable 9,605 8,468
Accrued expenses 17,546 17,504
Current maturities of long-term debt:
Related party Bank Group 507 507
Other 399 188
---------- ----------
Total current liabilities 29,618 28,729
Long-Term Debt:
Related party Bank Group 24,583 24,583
Other 158 89
Other long-term liabilities 12,608 12,680
---------- ----------
Total liabilities 66,967 66,081
Stockholders' capital 53,263 46,420
---------- ----------
Total liabilities and stockholders'
capital $ 120,230 $ 112,501
========== ==========
See notes to consolidated condensed financial statements.
</TABLE>
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<PAGE>
AMDURA CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(Unaudited)
(In Thousands, Except Per Share Amounts)
________________________________________________________________________________________________________
Quarter Ended Six Months Ended
June 30, June 30,
1994 1993 1994 1993
-------- -------- ------- -------
<S> <C> <C> <C> <C>
Revenues:
Net sales $34,796 $35,476 $ 66,176 $ 67,516
Other 111 53 168 172
-------- -------- ------- -------
Total revenues 34,907 35,529 66,344 67,688
Cost of products sold 27,399 28,659 52,316 53,986
-------- -------- ------- -------
Gross margin 7,508 6,870 14,028 13,702
Selling and administration 5,144 5,298 10,884 10,708
Interest:
Related party Bank Group 471 444 915 879
Other 42 71 114 145
-------- -------- ------- -------
Total interest 513 515 1,029 1,024
-------- -------- ------- -------
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<PAGE>
Income before income taxes 1,851 1,057 2,115 1,970
Income taxes 823 92 942 87
-------- -------- ------- -------
Net income $ 1,028 $ 965 $ 1,173 $ 1,883
======== ======== ======= =======
Net income per common
and common equivalent share $ .04 $ .04 $ .04 $ .07
======== ======== ======= =======
Weighted average number of common
and common equivalent shares used
in computing net income per share 26,700 25,576 25,321 25,609
======== ======== ======= =======
See notes to consolidated condensed financial statements.
</TABLE>
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<PAGE>
AMDURA CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' CAPITAL
(Unaudited)
(In Thousands)
________________________________________________________________________________________________________
Cumulative Excess
Common Additional Accumulated Translation Pension
Stock Capital Deficit Adjustments Liability Total
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1993 $ 125 $ 66,772 $(19,676) $ (1,119) $ $46,102
Net income 1,883 1,883
Other (3) (239) (242)
------- -------- --------- ---------- -------- --------
Balance, June 30, 1993 $ 125 $66,769 $(17,793) $ (1,358) $ -0- $47,743
======= ======== ========== =========== ========= ========
Balance, January 1, 1994 $ 245 $66,728 $(16,871) $ (1,811) $(1,871) $46,420
Net income 1,173 1,173
Issuance of Series B
Preferred Stock 5,378 5,378
-8-
<PAGE>
Cash dividends declared on
Series B Preferred Stock (54) (54)
Exercise of Warrants 1 232 233
Other (1) 114 113
------- -------- --------- ---------- -------- -------
Balance, June 30, 1994 $ 246 $ 72,337 $(15,752) $ (1,697) $(1,871) $53,263
======= ======== ========= ========== ======== =======
See notes to consolidated condensed financial statements.
</TABLE>
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<PAGE>
AMDURA CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
________________________________________________________________________________________________________
Six Months Ended June 30,
1994 1993
------ ------
<S> <C> <C>
Operating Activities:
Net income $ 1,173 $ 1,883
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation and amortization 3,351 3,184
Provision for deferred income taxes 871
Change in operating assets and liabilities:
Accounts and notes receivable (2,640) (5,734)
Inventories (2,335) 2,697
Trade accounts payable 1,137 329
Other assets and liabilities 112 (2,631)
--------- ---------
Net cash provided by (used in)
operating activities 1,669 (272)
--------- ---------
Investing Activities:
Capital expenditures (2,239) (1,339)
Other (33) 177
--------- ---------
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<PAGE>
Net cash used in
investing activities (2,272) (1,162)
--------- ---------
Financing Activities:
Proceeds from issuance of long-term
debt and notes payable 374 475
Principal payments of long-term debt and notes payable (595) (307)
Preferred stock dividends paid (54)
Proceeds from exercise of warrants 233
--------- ---------
Net cash provided by (used in)
financing activities (42) 168
--------- ---------
Decrease in cash and cash equivalents (645) (1,266)
--------- ---------
Cash and cash equivalents at beginning of period 4,377 6,909
--------- ---------
Cash and cash equivalents at end of period $ 3,732 $ 5,643
========= =========
Supplemental Information:
Cash payments for:
Interest $ 1,029 $ 953
Income taxes 71 -0-
See notes to consolidated condensed financial statements.
</TABLE>
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<PAGE>
AMDURA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
QUARTER ENDED MARCH 31, 1994
(Unaudited)
___________________________________________________________________________
1. ACCOUNTING POLICIES
The unaudited consolidated condensed financial statements reflect
all adjustments which are, in the opinion of management,
necessary for a fair presentation of the results of operations
and financial position for the periods presented and which are of
a normal recurring nature. Accounting policies for the periods
ended June 30, 1994 and 1993, are the same as those outlined in
the Annual Report on Form 10-K of Amdura Corporation (the
"Company" or "Amdura") filed for the fiscal year ended December
31, 1993. The information presented herein represents only
condensed financial data and should be read in connection with
the Annual Report on Form 10-K.
2. INVENTORIES
June 30,
(In Thousands) 1994 December 31,
(Unaudited) 1993
----------- ---------
Finished goods $15,658 $ 15,822
Work-in-process 15,309 11,855
Raw materials 9,614 6,216
--------- ---------
Total 40,581 33,893
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<PAGE>
Allowance to
adjust the carrying
value of certain
inventories to a
LIFO basis (367) (138)
--------- ---------
Total before
advance payments 40,214 33,755
Less advance payments (1,116) (576)
--------- ---------
Total $39,098 $ 33,179
========= =========
Inventories valued using the LIFO method comprised 83.9 percent and 81.1
percent of inventories at June 30, 1994 and December 31, 1993,
respectively.
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<PAGE>
3. COMMITMENTS AND CONTINGENCIES
As discussed in Item 3, "Legal Proceedings" in Amdura's Annual Report
on Form 10-K for the fiscal year ended December 31, 1993 and in Note 13,
"Commitments and Contingencies" to the Consolidated Financial Statements,
included in the 1993 Annual Report to Stockholders, there remains pending
against Amdura one administrative claim for which the parties have reached a
settlement agreement subject to approval by the Bankruptcy Court. Amdura
has a liability recorded in its financial statements equal to the amount it
will be required to pay pursuant to this settlement agreement. In addition,
parties holding claims that have been disallowed or ruled by the Bankruptcy
Court to be unsecured may attempt to reassert their claims as administrative
or priority claims. Also, some creditors may attempt to assert that their
claims are not discharged and should continue as post bankruptcy obligations
of the Company. Although management, in consultation with legal counsel, is
taking certain actions in connection with defending against or resolving
these claims, it is currently not determinable if any of these claims will
be allowed by the Bankruptcy Court or, if allowed, the ultimate liability to
the Company.
The Company and its subsidiaries from time to time are presented with
claims arising out of their current and former manufacturing and other
operations, including claims asserting personal injury arising out of the
manufacture, sale and use of the products of those businesses based on
various theories of recovery for product liability and for workers
compensation. The Company believes that no one such outstanding claim or
group of related claims is material to the consolidated financial position
of Amdura. Amdura and its subsidiaries vigorously defend all product
liability claims, and believe that their products are safe and suitable for
their intended uses. Amdura and its subsidiaries have comprehensive general
liability insurance under various programs which may afford total or partial
coverage for certain product claims.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis of the financial condition and
results of operations of Amdura Corporation and its wholly-owned
subsidiaries, The Crosby Group, Inc. ("Crosby") and The Harris Waste
Management Group, Inc. ("Harris") should be read in conjunction with the
Consolidated Condensed Financial Statements and related Notes included in
Part I, Item 1 hereof and in conjunction with the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993 and the Company's 1993
Annual Report to stockholders incorporated therein by reference (the
"1993 Form 10-K"). This discussion covers activities of the Company for the
three months ended June 30, 1994 ("second quarter 1994") and June 30, 1993
("second quarter 1993"); and for the six months ended June 30, 1994 ("year-
to-date 1994") and June 30, 1993 ("year-to-date 1993").
Changes in Financial Condition
The Company reported consolidated net income of $1,028,000 ($0.04 per
share) for the second quarter 1994, compared to $965,000 ($0.04 per share)
for the second quarter 1993, representing a 6.5 percent increase in net
income. Net income of $1,173,000 ($0.04 per share) and $1,883,000 ($0.07
per share) were reported for year-to-date 1994 and 1993, respectively,
representing a 37.7 percent decrease. These changes indicate an improvement
in financial condition for the second quarter period, although the year-to-
date results are not as favorable. Reasons for these changes are discussed
in "Results of Operations", below.
Changes in financial condition were primarily due to the
manufacturing activities of the Company and the acquisition by Harris of the
Mosley line of balers for municipal recycling and waste handling. The
acquisition has been accounted for as a purchase of assets in exchange for
2,151 shares of Series B Cumulative Convertible Preferred Stock, par value
$.01 per share ("Series B Preferred Stock"). The purchase price of
$5,378,000 has primarily been allocated to inventory and equipment. The
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<PAGE>
Series B Preferred Stock is convertible into 2,151,000 shares of Common
Stock, par value $.01 per share, at the option of the holder through April
1, 1997, whereupon unconverted shares of Series B Preferred Stock will
automatically be converted to Common Stock.
Changes in financial condition have also resulted from the Company's
payments under obligations resulting from the bankruptcy proceedings. For
year-to-date 1993, a total of $1,956,000 was expended for bankruptcy
administrative claims, remedial activities at the CAP/SKB Landfill and
professional fees related to the 1991 bankruptcy reorganization and the 1992
term note restructuring. By comparison, $350,000, or a reduction of 82
percent, was disbursed for these matters during year-to-date 1994. This
favorable impact on Amdura's financial condition was partially offset by an
increase of $271,000 in contributions to certain pension plans in accordance
with a settlement with the Pension Benefit Guaranty Corporation, $434,000
for year-to-date 1993 to $705,000 for year-to-date 1994.
The Company paid total interest and fees related to its senior and
subordinated secured loans and revolving line of credit of $915,000 and
$879,000 for year-to-date 1994 and 1993, respectively. These amounts
include $452,000 and $449,000, respectively, of interest of the subordinated
secured loan, which Amdura elected to pay in cash rather than "in-kind" as
permitted by the related loan agreement.
Liquidity Requirements and Capital Resources
As of June 30, 1994, current assets of the Company exceeded current
liabilities by $34,531,000. The Company believes that cash flow from
current operations is sufficient to meet liquidity requirements for its
continuing operations. As discussed below, the Company has access to a
$10,000,000 line of credit to meet short-term liquidity requirements should
the need arise. Amdura and its subsidiaries have jointly issued $25,090,000
in senior and subordinated term loan notes. The related agreements require
the payment of interest quarterly. Annual principal payments commence on
December 31, 1994. The final maturity date of the notes is December 22,
2001. The subordinated term loan agreement also provides that any excess
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<PAGE>
cash flow, as defined by the agreement, shall be applied to the payment of
the secured subordinated debt on an annual basis.
According to the terms of its revolving credit agreement, Amdura, as
guarantor, and Crosby and Harris are provided with a revolving line of
credit in the maximum principal amount of $10,000,000. During year-to-date
1994, no draws were made on this line of credit; however, letters of credit
aggregating $675,000 were issued under the revolving credit line in
connection with various bonding agreements.
As more fully discussed in the 1993 Form 10-K, the term and revolving
loan agreements contain certain covenants with which the Company is required
to comply. As of June 30, 1994, Amdura, Crosby and Harris were in
compliance with the requirements of these covenants.
In addition to the foregoing, Amdura's foreign subsidiaries have
available working capital credit agreements of $5,117,000. As of June 30,
1994, the foreign subsidiaries had outstanding indebtedness of $1,561,000
under these agreements.
Results of Operations
Total revenues for the second quarter 1994 were $34,907,000,
consisting of $24,717,000 at Crosby and $10,190,000 at Harris. This
represents a decrease of 1.8 percent from revenues for the second quarter
1993. Consolidated year-to-date 1994 revenues were $66,344,000, or 2.0
percent below year-to-date 1993. This decline is due to reduced sales in
Harris' ferrous product lines, which includes large shears and balers for
steel mills and scrap metal processors, partially offset by sales of a
business acquired by Harris at the beginning of the second quarter 1994 and
increases in Crosby sales due to the improvement in the North American
economy.
Costs of products sold decreased 4.4 percent from the second quarter
1993 to 1994 and 3.1 percent from the year-to-date 1993 to 1994. The fact
that costs of products sold declined at a greater rate than sales resulted
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<PAGE>
in an improvement in the Company's gross margin as a percentage of sales,
from 19.3 to 21.5 percent for the second quarter and from 20.2 to 21.1
percent for the year-to-date reporting periods. Reasons for this
improvement include increased manufacturing efficiencies and the reduction
of certain controllable overhead expenses included in costs of products
sold.
Second quarter 1994 selling and administration expenses were
$154,000, or 2.9 percent, below second quarter 1993. Year-to-date 1994
selling and administration expenses were $176,000, or 1.6 percent above
year-to-date 1993. These changes were the result of increased marketing and
engineering costs associated with the Company's efforts to expand its
businesses, particularly Harris' efforts to develop sales in international
markets. These increased selling and administration expenses were partially
offset by a favorable resolution of certain matters related to the Amdura
bankruptcy reorganization which occured during the second quarter 1994.
Interest expense was approximately the same for the 1994 and 1993
second quarter and year-to-date periods. This was due to the increase in
the interest rate paid on the Company's senior term loan from 7.00 to 8.25
percent, offset by reductions in debt outstanding on foreign lines of credit
and capital leases.
Income before taxes was $1,851,000 for the second quarter 1994, an
increase of $794,000, or 75.1 percent, over the second quarter 1993. Year-
to-date income before taxes for 1994 of $2,115,000 was $145,000, or 7.4
percent, over 1993.
Income tax expense was $942,000 and $87,000 for the 1994 and 1993
year-to-date periods, respectively. This increase in expense is primarily
the result of the utilization of deferred tax assets existing at the
reorganization date and the related reversal of the valuation allowance
being used first to reduce reorganization value in excess of amounts
allocable to identified assets. The utilization of these deferred
deductible temporary differences and net operating loss carryforwards have
reduced the Company's cash tax payment to the Internal Revenue Service to
zero. Although Amdura has significant net operating loss carryforwards
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<PAGE>
which originated prior to the reorganization date, the Internal Revenue Code
limits utilization of the net operating loss carryforwards due to certain
change of ownership requirements.
Net income for the second quarter 1994 was $1,028,000 ($.04 per
share), compared to $965,000 ($.04 per share) for the second quarter 1993.
Year-to-date net income was $1,173,000 ($.04 per share) and $1,883,000 ($.07
per share) for 1994 and 1993, respectively.
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<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Stockholders was held on May 3, 1994.
At the Annual Meeting, the Company's stockholders elected Directors
to serve until the next Annual Meeting and until their successors are duly
elected and qualified. The ten Directors elected at the Annual Meeting
(William F. Andrews, James A. Bach, Marvin L. Dimond, John W. Gildea, Robert
LeBuhn, Paul C. Meyer, Larry L. Postelwait, John R. Redmond, Tracey L. Rudd
and Frederick W. Whitridge, Jr.) constitute the entire Board of Directors of
the Company.
The number of votes cast for the election of each nominee or for
which authority was withheld, and the total number of abstentions and broker
non-votes, is as follows:
AUTHORITY
NOMINEE FOR WITHHELD
W. F. Andrews 16,470,151 16,388
J. A. Bach 16,470,339 16,200
M. L. Dimond 16,470,341 16,198
J. W. Gildea 16,470,344 16,195
R. L. LeBuhn 16,470,344 16,195
P. C. Meyer 16,470,341 16,198
L. L. Postelwait 16,470,131 16,408
J. R. Redmond 16,470,337 16,202
T. L. Rudd 16,470,341 16,198
F. W. Whitridge, Jr. 16,470,346 16,193
ABSTENTIONS: -0-
NON-VOTES: -0-
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<PAGE>
Additional matter voted upon at the meeting and the number of
votes cast for, against or withheld and the number of abstentions and broker
non-votes, was as follows:
Proposal to approve the Company's 1992 Stock Option Plan, as
amended.
FOR: 16,395,480 AGAINST: 38,663 ABSTAINED: 6,841
NON-VOTES: 45,555
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ITEM 5. OTHER INFORMATION
CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On August 1, 1994, Amdura dismissed Deloitte & Touche as its
independent accountants. The decision to change accountants was recommended
and approved by the Audit Committee of Amdura's Board of Directors.
The reports of Deloitte & Touche on the financial statements of Amdura
for the past two fiscal years contained no adverse opinion or disclaimer of
opinion, and were not qualified as to uncertainty, audit scope or accounting
principle. However, such reports were modified with respect to the
uncertainty of certain claims not necessarily discharged during the course
of the Company's bankruptcy proceeding. During Amdura's two most recent
fiscal years and through August 1, 1994, there were no disagreements with
Deloitte & Touche on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements would have caused Deloitte & Touche to make reference thereto
in their reports on the financial statements for such periods if not
resolved to the satisfaction of Deloitte & Touche. During Amdura's two most
recent fiscal years and through August 1, 1994, Amdura has had no
"reportable events" (as defined in Item 304 (a) (1) (v) of Regulation S-K).
Deloitte & Touche has delivered a letter to Amdura, addressed to the
Securities and Exchange Commission, confirming its agreement with the
foregoing.
Also on August 1, 1994 Amdura engaged Arthur Andersen & Co. to serve
as its new independent accountants for the year ending December 31, 1994.
During Amdura's two most recent fiscal years and through August 1, 1994,
Amdura has not consulted with Arthur Andersen & Co. regarding either the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered
on Amdura's financial statements, or any matter that was either the subject
of a disagreement or a reportable event (all as described in Item 304 (a)
(2) (ii) of Regulation S-K).
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following documents are filed or incorporated by reference as
Exhibits to this Quarterly Report on Form 10-Q:
Exhibit Number Description
11.1 Calculation of Net Income per Common Share and Common
Equivalent Share.
16.1 Letter regarding Change in Certifying Accountant.
(b) Reports on Form 8-K
There were no current reports on Form 8-K filed during the quarter
ended June 30, 1994.
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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.
AMDURA CORPORATION
Date: August 4, 1994 By /s/ C. David Bushley
-------------------------------------
C. David Bushley, Senior Vice
President, Finance and
Administration and Chief Financial
Officer (Principal Financial and
Accounting Officer)
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Exhibit Index
Sequentially
Exhibit No. Description Numbered Page
11.1 Calculation of Net Income Per Common
Share and Common Equivalent Share . . . . . 16
16.1 Letter regarding Change in Certifying
Accountant . . . . . . . . . . . . . . . . 17
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EXHIBIT 11.1
AMDURA CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
CALCULATION OF NET INCOME PER COMMON SHARE
AND COMMON EQUIVALENT SHARE
(Unaudited)
(In Thousands, Except Per Share Amounts)
_____________________________________________________________________________________________________
Quarter Ended Six Months Ended
June 30, June 30,
1994 1993 1994 1993
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net Income Applicable to
Common Stock:
Net income $ 1,028 $ 965 $ 1,173 $ 1,883
Less: Dividend requirement on Series B
Preferred Stock 54 54
------- ------- -------- -------
Net income applicable to common stock $ 974 $ 965 $ 1,119 $ 1,883
------- ------- -------- -------
Average Number of Common and Common
Equivalent Shares Outstanding:
Average common shares outstanding 24,549 12,500 24,523 12,500
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Add: Average common equivalent shares
outstanding:
Shares available upon conversion of
Preferred Stock:
Series A 11,966 11,966
Series B 2,151 544
Shares available upon exercise of
warrants 640 135 674
Shares available upon exercise
of stock options 470 119 469
------- ------- -------- -------
Average common and common equivalent
shares outstanding 26,700 25,576 25,321 25,609
------- ------- -------- -------
Net income per common share and common
equivalent share $ .04 $ .04 $ .04 $ .07
======= ======= ======== =======
</TABLE>
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Exhibit 16.1
Deloitte & Touche
Suite 2400 Telephone: (918) 586-8800
One Williams Center Telecopier: (918) 592-3856
Tulsa, Oklahoma 74172-0124
August 4, 1994
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Items 5 of Form 10-Q of AMDURA
Corporation for the quarterly period ended June 30, 1994.
Your truly,
DELOITTE & TOUCHE
Deloitte Touche
Tohmatsu
International
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<PAGE>
