<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report on
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 March 31, 1994
--------------
( ) 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 1-7463
JACOBS ENGINEERING GROUP INC.
- - --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 95-4081636
- - --------------------------------------------------------------------------------
(State of incorporation) (I.R.S. employer identification number)
251 South Lake Avenue, Pasadena, California 91101
- - --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(818) 449-2171
- - --------------------------------------------------------------------------------
(Registrant's telephone number, including area 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:
(X) YES - ( ) NO
Number of shares of common stock outstanding at May 11, 1994: 24,974,349
Page 1
<PAGE>
JACOBS ENGINEERING GROUP INC.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Page No.
- - ------------------------------------------------------------------------
<S> <C>
Part I - Financial Information
Item 1. Financial Statements:
Consolidated Condensed Balance
Sheets as of March 31, 1994
and September 30, 1993 3
Consolidated Condensed Statements
of Income for the Three Months
and Six Months Ended March 31,
1994 and 1993 4
Consolidated Condensed Statements of
Cash Flows for the Six Months
Ended March 31, 1994 and 1993 5
Notes to Consolidated Condensed
Financial Statements 6 - 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8 - 10
Part II - Other Information
Item 4. Submission of Matters to a Vote
of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 12
</TABLE>
Page 2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
AT MARCH 31, 1994 AND SEPTEMBER 30, 1993
(UNAUDITED)
<TABLE>
<CAPTION>
1994 1993
- - -----------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 21,127,200 $ 20,515,000
Marketable securities 3,058,500 20,061,900
Receivables 201,850,200 201,438,800
Deferred income taxes 20,932,900 19,391,900
Prepaid expenses and other 3,589,600 3,541,200
---------------------------------------------------------------------------
Total current assets 250,558,400 264,948,800
----------------------------------------------------------------------------
Property, Equipment and
Improvements, Net 54,392,000 43,516,400
Other Assets, Net 50,481,800 42,554,900
- - -----------------------------------------------------------------------------
$355,432,200 $351,020,100
=============================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable to banks $ 9,436,600 $ 6,206,800
Accounts payable 25,464,400 42,918,500
Accrued liabilities 84,215,300 81,908,000
Customers' advances in excess
of related revenues 22,129,700 22,364,700
Income taxes payable 9,785,700 10,862,400
---------------------------------------------------------------------------
Total current liabilities 151,031,700 164,260,400
----------------------------------------------------------------------------
Deferred Gains on Real Estate Transactions 3,148,000 3,631,100
----------------------------------------------------------------------------
Other Deferred Liabilities 9,488,600 9,332,000
----------------------------------------------------------------------------
Commitments and Contingencies
----------------------------------------------------------------------------
Stockholders' Equity:
Capital stock:
Preferred stock, $1 par value,
authorized - 1,000,000 shares,
issued and outstanding - none - -
Common stock, $1 par value,
authorized - 60,000,000 shares,
issued and outstanding -
24,965,816 and 24,757,318 shares,
respectively 24,965,800 24,757,300
Additional paid-in capital 34,543,700 30,436,000
Retained earnings 132,256,000 118,555,400
Cumulative foreign currency
translation adjustment (1,600) 47,900
---------------------------------------------------------------------------
Total stockholders' equity 191,763,900 173,796,600
- - -----------------------------------------------------------------------------
$355,432,200 $351,020,100
=============================================================================
</TABLE>
See the accompanying notes.
Page 3
<PAGE>
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended March 31, Ended March 31,
---------------------------- ----------------------------
1994 1993 1994 1993
- - ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $272,646,100 $286,296,600 $533,256,000 $584,908,600
- - ------------------------------------------------------------------------------------------------------
Costs and Expenses:
Direct costs of contracts 238,162,700 248,668,500 464,587,500 513,248,700
Selling, general and
administrative expenses 22,534,800 26,486,300 45,042,500 49,599,100
Interest income, net (25,200) (331,600) (215,900) (690,000)
Other income, net (197,600) (873,000) (668,500) (1,547,700)
----------------------------------------------------------------------------------------------------
260,474,700 273,950,200 508,745,600 560,610,100
- - ------------------------------------------------------------------------------------------------------
Income before taxes 12,171,400 12,346,400 24,510,400 24,298,500
- - ------------------------------------------------------------------------------------------------------
Provision for Income Taxes 4,871,400 5,124,400 9,930,400 10,159,500
- - ------------------------------------------------------------------------------------------------------
Net Income $ 7,300,000 $ 7,222,000 $ 14,580,000 $ 14,139,000
======================================================================================================
Net Income Per Share $.29 $.29 $.58 $.57
======================================================================================================
</TABLE>
See the accompanying notes.
Page 4
<PAGE>
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31, 1994 AND 1993
(UNAUDITED)
<TABLE>
<CAPTION>
1994 1993
- - -----------------------------------------------------------------------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 14,580,000 $ 14,139,000
Adjustments to reconcile net income
to net cash flows from operations:
Depreciation and amortization 4,907,100 3,652,600
Amortization of deferred gains (483,000) (483,000)
Gains on disposals of property,
equipment and other assets (1,057,900) (1,764,100)
Change in assets and liabilities:
Receivables (460,200) 4,393,500
Prepaid expenses and other (54,400) (760,400)
Accounts payable (17,434,700) (14,136,900)
Accrued liabilities 1,696,200 573,600
Customers' advances (229,600) 2,312,800
Income taxes payable (1,071,100) 960,100
Deferred income taxes (1,541,000) (1,716,400)
Other - (94,600)
----------------------------------------------------------------------------
Net cash provided (used) (1,148,600) 7,076,200
----------------------------------------------------------------------------
Cash Flows from Investing Activities:
Additions to property and equipment (15,827,900) (3,370,400)
Disposals of property and equipment 255,100 -
Increase in notes receivable and other
assets, net (3,027,200) (10,600)
Decrease (increase) in marketable
securities, net 17,559,800 (4,390,600)
Decrease (increase) in investments, net (4,692,800) 2,102,800
Cash used to acquire a business, net - (5,670,000)
----------------------------------------------------------------------------
Net cash used (5,733,000) (11,338,800)
----------------------------------------------------------------------------
Cash Flows from Financing Activities:
Exercise of stock options 4,094,900 3,789,400
Bank borrowings, net of repayments 3,437,100 2,502,100
----------------------------------------------------------------------------
Net cash provided 7,532,000 6,291,500
----------------------------------------------------------------------------
Effect of Exchange Rate Changes (38,200) (415,800)
- - ------------------------------------------------------------------------------
Increase in Cash and Cash Equivalents 612,200 1,613,100
Cash and Cash Equivalents at the Beginning
of the Period 20,515,000 23,911,300
- - ------------------------------------------------------------------------------
Cash and Cash Equivalents at the End
of the Period $ 21,127,200 $ 25,524,400
==============================================================================
</TABLE>
See the accompanying notes.
Page 5
<PAGE>
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 1994
1. The accompanying consolidated condensed financial statements and financial
information included herein have been prepared by the Company, without
audit, pursuant to the interim period reporting requirements of Form 10-Q.
Consequently, certain information and note disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Accordingly, readers
of this report should refer to the consolidated financial statements and
the notes thereto incorporated into the Company's latest Annual Report on
Form 10-K.
In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements present fairly its consolidated financial
position at March 31, 1994 and September 30, 1993, its consolidated results
of operations for the three months and six months ended March 31, 1994 and
1993, and its consolidated cash flows for the six months ended March 31,
1994 and 1993.
The Company's interim results of operations are not necessarily indicative
of the results to be expected for the full year.
2. Included in receivables at March 31, 1994 and September 30, 1993 were
unbilled amounts totaling $56,136,000 and $38,445,500, respectively.
3. Property, equipment and improvements are carried at cost and consisted of
the following at March 31, 1994 and September 30, 1993:
<TABLE>
<CAPTION>
March 31, September 30,
1994 1993
- - -----------------------------------------------------------------------
<S> <C> <C>
Land $ 6,184,600 $ 5,484,600
Buildings 25,105,100 15,520,000
Equipment 63,690,300 60,861,400
Leasehold improvements 11,796,300 11,462,300
-------------------------------------------------------------------
106,776,300 93,328,300
Less - accumulated depreciation
and amortization 52,384,300 49,811,900
-------------------------------------------------------------------
$ 54,392,000 $43,516,400
=======================================================================
</TABLE>
4. Other assets consisted of the following at March 31, 1994 and September 30,
1993:
<TABLE>
<CAPTION>
March 31, September 30,
1994 1993
- - ----------------------------------------------------------------------
<S> <C> <C>
Goodwill $17,846,500 $17,266,700
Prepaid pension costs 10,753,600 10,864,000
Cash surrender value of life
insurance policies 11,296,700 8,846,000
Investments 8,498,400 3,304,100
Miscellaneous 4,640,700 4,609,900
------------------------------------------------------------------
53,035,900 44,890,700
Less - accumulated amortization
of goodwill 2,554,100 2,335,800
------------------------------------------------------------------
$50,481,800 $42,554,900
======================================================================
</TABLE>
Page 6
<PAGE>
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 1994
5. During the six months ended March, 31, 1994 and 1993, Jacobs made cash
payments of approximately $519,000 and $195,000 respectively, for interest
and approximately $11,521,000 and $9,481,000, respectively, for income
taxes.
6. Net income per share for the three and six months ended March 31, 1994 and
1993 has been computed based upon the weighted average number of shares of
common stock and, if dilutive, common stock equivalents outstanding as
follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
----------------------- -----------------------
1994 1993 1994 1993
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Average number of
shares of common
stock outstanding 24,881,500 24,555,900 24,832,900 24,504,100
Average number of
shares of common
stock equivalents
outstanding 300,200 487,700 315,200 519,100
---------- ---------- ---------- ----------
25,181,700 25,043,600 25,148,100 25,023,200
========== ========== ========== ==========
</TABLE>
Page 7
<PAGE>
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
MARCH 31, 1994
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with management's
discussion and analysis of financial condition and results of operations
incorporated by reference into the Company's latest Annual Report on Form 10-K.
Results of Operations
- - ---------------------
Revenues for the three months ended March 31, 1994 (the "second quarter of
1994") were $272.6 million; $13.7 million less than the amount for the three
months ended March 31, 1993 (the "second quarter of 1993"). The decrease was
attributable primarily to a 21.5% reduction in the Company's maintenance
activities. Construction revenues for the second quarter of 1994 were
relatively the same as the second quarter of 1993. With respect to engineering
services, the Company experienced a 3.2% increase in revenues for the second
quarter of 1994 as compared to the second quarter of 1993. The Company billed
approximately 2.7% more professional service hours to projects during the second
quarter of 1994 as compared to the second quarter of 1993.
For the six months ended March 31, 1994, revenues totaled $533.3 million; $51.7
million less than the amount for the six months ended March 31, 1993. The
decrease was due primarily to a 17.3% reduction in construction revenues and a
9.6% reduction in maintenance revenues, offset in part by a 5.0% increase in
engineering revenues. The Company billed approximately 5.3% more professional
service hours to projects during the six month period ended March 31, 1994 as
compared to the comparable period last year.
As a percent of revenues, direct costs of contracts were 87.4% for the second
quarter of 1994, as compared to 86.9% for the second quarter of 1993. The
percentage relationship between direct costs of contracts and revenues will
fluctuate between reporting periods depending on a variety of factors including
the mix of business during the reporting periods being compared, as well as the
level of margins earned from the various services provided in the various
industry groups and markets serviced by the Company. The increase in this
percentage relationship in the second quarter of 1994 as compared to the second
quarter of 1993 was due primarily to the effects of increased competition for
engineering services.
For the six months ended March 31, 1994, direct costs of contracts were 87.1% of
revenues, as compared to 87.7% for the six months ended March 31, 1993. This
improvement in the percentage relationship during the current six-month period
as compared to the comparable period last year was due primarily to an increase
in the margins realized on the Company's construction services, combined with
the effects of an increasing portion of the Company's total business volume
coming from engineering services relative to construction and maintenance.
Selling, general and administrative ("SG & A") expenses for the second quarter
of 1994 were $22.5 million; $4.0 million less than the amount for the second
quarter of 1993. For the six months ended March 31, 1994, SG & A expenses were
$45.0 million; $4.6 million less than the amount for the six months ended March
31, 1993. These decreases were due primarily to the effects of integrating the
operations of the businesses the Company acquired last year into Jacobs, as well
as other operating efficiencies.
Page 8
<PAGE>
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
MARCH 31, 1994
The Company's operating profit (defined as income before taxes, other income,
net and interest income, net) was $11.9 million for the second quarter of 1994;
$0.8 million more than the amount for the second quarter of 1993. For the six
months ended March 31, 1994, the Company's operating profit totaled $23.6
million; $1.6 million more than the amount for the comparable period in 1993.
In general, the increases in operating profit were attributable primarily to
lower SG & A expenses, offset in part by lower contract margins.
Interest income, net was $0.03 million and $0.2 million for the three months and
six months ended March 31, 1994, respectively. This compares to net interest
income of $0.3 million and $0.7 million, respectively, for the comparable
periods last year. The decreases were due to higher borrowings by the Company's
U.K. subsidiary, combined with lower levels of cash invested in interest-bearing
accounts.
Other income, net was $0.2 million for the second quarter of 1994; $0.7 million
less than the amount for the second quarter of 1993. For the six months ended
March 31, 1994, other income, net was $0.7 million; $0.9 million less than the
amount for the six months ended March 31, 1993. The lower amount of other
income resulted primarily from gains from sales of marketable securities and
other assets recorded last year.
Backlog Information
- - -------------------
The following table summarizes the Company's backlog information at the dates
indicated (in millions):
<TABLE>
<CAPTION>
March 31, 1994 March 31, 1993
-------------- --------------
<S> <C> <C>
Engineering services $ 702.7 $ 721.0
Total 1,961.0 1,810.0
</TABLE>
Liquidity and Capital Resources
- - -------------------------------
The Company's cash and cash equivalents increased $0.6 million during the six
months ended March 31, 1994. This compares to a net increase of $1.6 million
during the second quarter of 1993. The current year increase in cash and cash
equivalents was due primarily to cash provided by financing activities ($7.5
million), offset in part by cash used in operations ($1.1 million) and investing
activities ($5.7 million).
Operations used $1.1 million of cash and cash equivalents during the six months
ended March 31, 1994. This compares to a net contribution of cash of $7.1
million for the six months ended March 31, 1993. The decrease in cash provided
by operations in the current year as compared to last year was due primarily to
a $4.9 million increase in the amount of receivables outstanding, a $3.3 million
reduction in accounts payable and a $2.5 million reduction in customer advances.
These additional uses of cash were offset in part by a $1.3 million increase in
depreciation and amortization and a $1.1 million increase in accrued
liabilities.
Page 9
<PAGE>
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
MARCH 31, 1994
The Company's investing activities used $5.7 million of cash and cash
equivalents during the six months ended March 31, 1994. This compares to net
uses of cash of $11.3 million for the six months ended March 31, 1993.
Additions to property and equipment were $12.5 million higher in the current
year as compared to last year, and was due primarily to the acquisition of an
office building in Baton Rouge, Louisiana. The cash purchase price of the
building was $10.5 million; the Company was previously the principal lessee in
the building. Additions to other, long-term assets were $3.0 million higher in
the current year as compared to last year, and was due primarily to increases in
the cash surrender value of company-owned life insurance policies. Net
additions to long-term investments were $6.8 million higher in the current year
as compared to last year, and relates primarily to an investment in a newly-
formed real estate investment company which will focus on providing facilities
for companies in the biotechnology industry. These uses were offset in part by
$22.0 million more of cash generated by sales of marketable securities that had
been held for investment purposes in the current year as compared to last year.
Also contributing to the reduction in cash used in investing activities was $5.7
million used last year towards the acquisition of a business; no similar
transaction occurred in the current fiscal year.
Cash flows from financing activities contributed $7.5 million in cash and cash
equivalents during the six months ended March 31, 1994. This compares to net
contributions of $6.3 million for the six months ended March 31, 1993. The
variance was due to a combination of higher short-term bank borrowings and an
increase in the level of stock option exercises.
The Company believes it has adequate capital resources to fund its operations
for the remainder of 1994 and beyond. At March 31, 1994, the Company's
committed credit facilities totaled approximately $43.4 million through banks in
the U.S. and the U.K., against which $9.4 million was outstanding as notes
payable to banks at March 31, 1994.
Page 10
<PAGE>
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
MARCH 31, 1994
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 February 8, 1994 at
3:30 p.m. as announced in its Notice of Annual Meeting of Shareholders and Proxy
Statement dated December 27, 1993, copies of which have been filed with the
Commission pursuant to Regulation 14A.
There were three matters voted upon by the stockholders at the annual meeting.
Those matters were:
1. To elect a slate of directors nominated in the proxy statement
(Messrs. Noel G. Watson, David M. Petrone and James L. Rainey, Jr. and
Dr. James Clayburn LaForce);
2. To approve the adoption of the Outside Director Stock Option Plan (in
the form of amendments to the Jacobs Engineering Group Inc. 1981
Executive Incentive Plan); and
3. To approve the appointment of Ernst & Young as independent auditors
for the year ending September 30, 1994.
The results of the shareholder voting were as follows (all shares voted were
voted by proxy):
With respect to the first matter, the following table presents the results of
the shareholder voting for each of the individual nominees:
<TABLE>
<CAPTION>
Nominee
--------------------------------------------------
Noel G. David M. James L. James C.
Watson Petrone Rainey, Jr. LaForce
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Shares voting for
the nominee 22,024,601 22,024,381 22,022,931 22,024,005
Shares instructing
the proxy not to
vote for the
nominee 28,696 28,916 30,366 29,292
Shares not voted 2,735,550 2,735,550 2,735,550 2,735,550
---------- ---------- ---------- ----------
Total 24,788,847 24,788,847 24,788,847 24,788,847
========== ========== ========== ==========
</TABLE>
With respect to the second matter, there were 20,696,543 shares which voted in
favor of the Outside Director Stock Option Plan, 1,205,396 shares voted against
the resolution and 65,281 shares instructed the proxy not to vote. There were
86,077 broker non-votes and there were 2,735,550 shares which were not present
and for which no proxies were received.
With respect to the third matter, there were 22,015,670 shares which voted in
favor of the appointment of Ernst & Young as the Company's independent auditors
for the year ending September 30, 1994. There were 22,283 shares which voted
against the appointment, 15,344 shares instructed the proxy not to vote and
there were 2,735,550 shares which were not present and for which no proxies were
received.
Page 11
<PAGE>
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
MARCH 31, 1994
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27. - Financial Data Schedule - being filed herewith.
(b) Reports on Form 8-K - not applicable.
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.
JACOBS ENGINEERING GROUP INC.
s/n John W. Prosser, Jr.
___________________________
John W. Prosser, Jr.
Senior Vice President, Finance
and Administration and Treasurer
Date: May 11, 1994
Page 12
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
EXHIBIT 27.
JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES
FINANCIAL DATA SCHEDULE
This Schedule contains summary financial information extracted from the
Consolidated Condensed Balance Sheet as of March 31, 1994 and the Consolidated
Condensed Statement of Income for the three months ended March 31, 1994 and is
qualified in its entirety by reference to such financial statements.
<CAPTION>
Item Number Item Description Amount
- - ------------------- ----------------------------------- -------------
<S> <C> <C>
5-02(1) Cash and cash items $ 21,127,200
5-02(2) Marketable securities 3,058,500
5-02(3)(a)(1) Notes and accounts receivable 201,850,200
5-02(4) Allowance for doubtful accounts N/A
5-02(6) Inventory N/A
5-02(9) Total current assets 250,558,400
5-02(13) Property, plant and equipment 106,776,300
5-02(14) Accumulated depreciation 52,384,300
5-02(18) Total assets 355,432,200
5-02(21) Total current liabilities 151,031,700
5-02(22) Bonds, mortgages and similar debt N/A
5-02(28) Preferred stock-mandatory
redemption N/A
5-02(29) Preferred stock-no mandatory
redemption N/A
5-02(30) Common stock 24,965,800
5-02(31) Other stockholders' equity 166,798,100
5-02(32) Total liabilities and stockholders'
equity 355,432,200
5-03(b)1(a) Net sales of tangible products N/A
5-03(b)1 Total revenues 272,646,100
5-03(b)2(a) Cost of tangible goods sold N/A
5-03(b)2 Total costs and expenses applicable
to sales and revenues 238,162,700
5-03(b)3 Other costs and expenses N/A
5-03(b)5 Provision for doubtful accounts
and notes N/A
5-03(b)8 Interest and amortization of debt
discount (25,200)
5-03(b)(10) Income before taxes and other items 12,171,400
5-03(b)(11) Income tax expense 4,871,400
5-03(b)(14) Income/loss continuing operations 7,300,000
5-03(b)(15) Discontinued operations N/A
5-03(b)(17) Extraordinary items N/A
5-03(b)(18) Cumulative effect-change in
accounting principles N/A
5-03(b)(19) Net income or loss 7,300,000
5-03(b)(20) Earnings per share-primary 0.29
5-03(b)(20) Earnings per share-fully diluted 0.29
N/A - The item either does not apply, or the amount is not material.
Page 13
</TABLE>
