UNITED STATES
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended: OCTOBER 31, 1995
-----------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to _____________________
0-3255
--------
(Commission File Number)
JAYARK CORPORATION
------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-1863419
------------ ------------
(State or other jurisdiction of incorporation) (IRS Employer Identification No)
POST OFFICE BOX 741528, HOUSTON, TEXAS 77274
--------------------------------------------
(Address of principal executive offices ) (Zip Code)
(713) 783-9184
------------------
(Registrant's telephone number, including area code)
-----------------------------------------------------------------------------
(Former name, former address and fiscal year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports 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 latest practicable date:
Class Outstanding at October 31, 1995
------------------------- -------------------------------
COMMON STOCK $0.30 PAR VALUE 7,978,799
PART I.
ITEM 1.
JAYARK CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Dollars Expressed In Thousands)
ASSETS 10/31/95 04/30/95
Current Assets: (UNAUDITED)
Cash and Cash Equivalents $ 1,872 $ 1,177
Accounts & Other Receivables - Net 6,367 5,769
Inventories 18,734 8,533
Deferred Federal Income Taxes 296 296
Other Current Assets 785 379
------ ------
Total Current Assets 28,054 16,154
Non Current Assets
Plant & Equipment - Net 1,004 988
Excess Cost Over Net Assets of
Businesses Acquired - Net 322 333
Other Assets 264 -
Deferred Federal Income Taxes 52 52
----- -----
Total Non Current Assets 1,642 1,373
------- -------
TOTAL ASSETS $29,696 $17,527
======= =======
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Notes Payable & Lines of Credit $ 7,621 $ 5,545
Current Maturities of Long Term 745 24
Obligations
Trade Accounts Payable 8,008 998
Accrued Liabilities 539 339
Federal & State Income Taxes Payable (585) 464
Other Current Liabilities 925 -
------ -----
Total Current Liabilities 17,253 7,370
Non Current Liabilities
Long Term Obligations 45 43
Subordinated Long Term Note 2,204 1,500
Subordinated Debentures 1,400 1,500
----- -----
Total Non Current Liabilities 3,649 3,043
------ ------
Total Liabilities 20,902 10,413
Stockholders' Equity
Common stock of $.30 par value. Authorized
10,000,000
Shares; Issued and Outstanding
6,978,799 at
at April 30, 1995 and 7,978,799 at 2,394 2,094
October 31, 1995
Additional paid-in capital 7,967 7,110
Retained Earnings (Deficit) (1,567) (590)
----- -----
Total Stockholders' Equity 8,794 8,614
------- -------
TOTAL LIABILITIES & STOCKHOLDERS' $29,696 $19,027
EQUITY ======= =======
See accompanying notes to consolidated financial statements.
JAYARK CORPORATION AND SUBSIDIARIES
Condensed Consolidated Results of Operations
(Dollars Expressed in Thousands Except per Share Data)
(Unaudited)
Three Months Ended Six Months Ended
-------------------- -------------------
10/31/95 10/31/94 10/31/95 10/31/94
-------- -------- -------- --------
CONTINUING
OPERATIONS:
Net Revenues $25,742 13,027 38,386 23,701
Costs & Expenses
Cost of Revenues 20,964 9,830 30,928 17,896
Selling, General and 4,661 2,340 7,808 4,781
Administrative
Interest 753 218 1,131 384
------ ------ ------ ------
Total Costs & 26,378 12,388 39,867 23,061
Expenses
Pre Tax Earnings (losses)
----- --- ------- ---
From Continuing (636) 639 (1,481) 640
Operations
Provision (Credit) For Income (217) 218 (504) 218
Taxes
----- --- ----- ----
Income (loss) From Continuing (419) 421 (977) 422
Operations
DISCONTINUED OPERATIONS:
Income From Discontinued
Operations,
Net of Income - 9 - 17
Taxes
-------- ---- -------- -----
Net Income (loss) $ (419) $430 $ (977) $439
======== ==== ======== =====
PRIMARY EARNINGS (LOSSES) PER COMMON SHARE:
Continuing $ (0.05) $ 0.06 $ (0.12) $ 0.06
Operations
Discontinued Operations - - - -
-------- -------- -------- -------
Net Income (loss) $ (0.05) $ 0.06 $ (0.12) $ 0.06
========= ======== ======== =======
WEIGHTED AVERAGE COMMON SHARES:
Primary
8,136,377 6,731,559 8,136,377 6,731,559
========= ========= ========= =========
See accompanying notes to consolidated financial statements.
JAYARK CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Cash Flows
For The Six Month Periods Ending
(Dollars Expressed in Thousands)
(Unaudited)
10/31/95 10/31/94
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss) From Continuing Operations $(978) $423
Depreciation and Amortization 161 52
Changes In:
Accounts and Other Receivables (598) (1,900)
Federal & State Income Taxes Receivable - -
Inventories (10,201) (3,105)
Other Current Assets (406) 21
Notes Payable 1,576 3,464
Current Maturities of Long Term Obligations 721 (20)
Accounts Payable 7,010 (115)
Accrued Liabilities 200 138
Federal & State Income Taxes Payable (1,049) 158
Other Liabilities 1,425 84
------- -----
Net Cash Provided By (Used In) Operating (2,139) (800)
Activities
Net Income (Loss) From Discontinued Operations - 16
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditures (166) (42)
Other Non Current Assets (264) -
Amounts to fund purchase the Seasonal business 1,058 -
Net Assets of Discontinued Operations - 881
----- ------
Net Cash Provided By (Used In) Investing 628 839
Activities
CASH FLOWS FROM FINANCING ACTIVITIES
Long Term Obligations 2,206 24
Acquisition of Treasury Stock - (210)
----- -----
Net Cash Provided By (Used In) Financing 2,206 (186)
Activities
------- ------
Net Increase (Decrease) in Cash 695 (131)
Cash & Equivalents at Beginning of Period 1,177 777
------- ------
Cash & Equivalents at End of Period $ 1,872 $646
======== ======
See accompanying notes to condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1.The condensed balance sheet of Jayark Corporation and subsidiaries (the
``Company''), as of October 31, 1995, and the related condensed statements of
operations and cash flows for the three and six months ended October 31, 1995
and 1994 are unaudited. The condensed consolidated balance sheet as of April
30, 1995 has been derived from audited financial statements. The condensed
consolidated financial statements should be read in conjunction with the
audited financial statements and footnotes for the years ended April 30, 1995
and 1994, included in the Company's report on Form 10-K, as filed with the
Securities and Exchange Commission.
2.The interim financial statements reflect all adjustments (consisting of only
normal and recurring accruals and adjustments) which are, in the opinion of
management, necessary to a fair statement of the results for the interim
periods presented. The Company's operating results for any particular interim
period may not be indicative of results for the full year.
3.The provision for income taxes is calculated using the estimated annual
effective Federal tax rate. The Company adopted Statement of Financial
Accounting Standard Number 109 (``SFAS 109'') effective May 1, 1993. SFAS 109
changes the criteria for the recognition and measurement of deferred tax
assets, including net operating loss carry forward.
4.During fiscal 1993, the Company sold substantially all operating assets and
discontinued operations of its Printing & Graphics and Sportswear
subsidiaries.
5.Certain reclassifications have been made in the 1994 financial statements to
conform them to and make them consistent with the presentation used in for
the 1995 financial statements.
6.On June 27, 1995, LCL International Traders, Inc., (``LCL'' or the `Seasonal
subsidiary''), a wholly-owned subsidiary of the Company, completed the
acquisition of substantially all of the assets and business of a group of
affiliated companies engaged in the import and distribution of seasonal and
promotional merchandise. The sellers, located in Hong Kong and Central
Islip, New York, have operated under the trade names ``Liberty Bell
Christmas'', ``Ivy Mar'' ``Creative Home Products'' and ``Award
Manufacturing''. LCL acquired these trade names as part of the transaction.
Please refer to the Company's report on Form 8-K, dated June 27, 1995 and
subsequent Form 8-K/A1 and Form 8-K/A2 and is herein incorporated by
reference.
7.The financial information included in this report for fiscal year 1994 does
NOT include financial information related to the Seasonal subsidiary, which
began operations on June 27, 1995. This financial information is not
currently available, and will be furnished by amendment to this report when
it becomes available. For further information regarding the availability of
financial information related to the Seasonal subsidiary, please refer to the
Company's Current Report on Form 8-K dated June 27, 1995, and Forms 8-K/A1
and 8-K/A2 thereto and is incorporated herein by reference.
ITEM 2.
MANAGEMENT'S DISCUSSION & ANALYSIS OF RESULTS OF OPERATIONS
(Note: Seasonal subsidiary amounts are NOT included in fiscal 1994 data. Please
refer to the Company's report as filed on Form 8-K, 8-K/A1, and 8-K/A2, dated
June 27, 1995, as it specifically relates to comparative pro forma financial
data and is incorporated herein by reference.)
--------------------------------
THREE MONTHS ENDED OCTOBER 31, 1995 AS COMPARED TO OCTOBER 31, 1994
-------------------------------------------------------------------
NET REVENUES
Consolidated Revenues of $25,742,000 represents an increase of $12,715,000,
or 97.6%, as compared to the same period in 1994. The Audio Visual subsidiary's
revenues increased $245,000, or 8.6%, compared to last year. The Household
subsidiary's revenues decreased $2,235,000, or 22.0%, as compared to the same
period last year. The new Seasonal subsidiary accounts for the balance of the
increase in revenues of $14,705,000.
COST OF REVENUES
Consolidated Cost of Revenues of $20,964,000 increased $11,134,000, or
113.3%, as compared to the same period last year. The Audio Visual subsidiary's
cost of revenues increased $157,000, or 6.5%, associated with the increase in
sales. The cost of revenues for the Household subsidiary decreased $1,436,000,
or 19.3%, corresponding to the decrease in sales but reflecting higher gross
profit. The sales of the new Seasonal subsidiary accounted for the balance of
the increase in cost of revenues of $12,413,000.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Consolidated Expenses of $4,661,000 increased $2,321,000, or 99.2%, as
compared to the same period last year. The Audio Visual subsidiary increased its
expenses by $32,000, or 10.0% as compared to the same period last year as a
result of increased sales. Household subsidiary expenses decreased $108,000 or
5.5%. The new Seasonal subsidiary contributed $2,462,000 to the increase in
total expense. A reduction of corporate expenses of $65,000 or 120.4% accounted
for the balance of the change in expenses.
INTEREST EXPENSE
Consolidated Interest Expense of $753,000 increased $535,000, or 245.4%,
due to increased levels of borrowings.
PRE-TAX INCOME (LOSS)
Consolidated Pre-Tax Losses (from continuing operations) of ($636,000) was
incurred as compared to a profit of $639,000 the same period last year primarily
because of the additional expense related to the start-up of the new Seasonal
subsidiary.
NET INCOME
Consolidated Net Losses of ($419,000) was incurred compared to net income
of $430,000 during the same period last year primarily because of the increase
of expenses at the Seasonal subsidiary and decrease in revenues at the Household
subsidiary.
(Note: Seasonal subsidiary amounts are NOT included in fiscal 1994 data. Please
refer to the Company's report as filed on Form 8-K, 8-K/A1, and 8-K/A2, dated
June 27, 1995, as it specifically relates to comparative pro forma financial
data and is incorporated herein by reference.)
--------------------------------
SIX MONTHS ENDED OCTOBER 31, 1995 AS COMPARED TO OCTOBER 31, 1994
-----------------------------------------------------------------
NET REVENUES
Consolidated Revenues of $38,386,000 represents an increase of $14,685,000,
or 62.0%, as compared to the same period in 1994. The Audio Visual subsidiary's
revenues increased $274,000, or 4.8%, compared to last year, due to continued
expansion of the systems, technical services, and direct sales segment of the
subsidiary. The Household subsidiary's sales decreased $3,138,000, or 17.4%, as
compared to the same period last year as the subsidiary continues to sell a
higher margin product line and sell out of stock inventory versus direct import
and container sales. The new Seasonal subsidiary accounted for the balance of
the increase in net revenues of $17,549,000.
COST OF REVENUES
Consolidated Cost of Revenues of $30,928,000 increased $13,032,000, or
72.8%, as compared to the same period last year. The Audio Visual subsidiary's
cost of revenues increased $202,000, or 4.2%, associated with the increase in
sales. The cost of revenues for the Household subsidiary decreased $1,981,000,
or 15.1%, corresponding to the decrease in sales volume. The new Seasonal
subsidiary accounted for the balance of the increase in cost of revenues of
$14,811,000.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Consolidated Expenses of $7,808,000 increased $3,027,000, or 63.3%, as
compared to the same period last year. The Audio Visual subsidiary increased its
expenses by $8,000, or 1.2% as compared to the same period last year. Household
subsidiary expenses decreased $246,000 or 6.3%. The new Seasonal subsidiary
contributed $3,362,000 to the increase in total expense Corporate expenses
decreased $97,000 or 57.1%, accounting for the balance of the total increase in
expenses.
INTEREST EXPENSE
Consolidated Interest Expense of $1,131,000 increased $747,000, or 194.5%,
of which $611,000 related to the new Seasonal subsidiary, and because of
increased levels of borrowings.
PRE-TAX INCOME (LOSS)
Consolidated Pre-Tax (Losses) (from continuing operations) of ($1,481,000)
was incurred as compared to a pre-tax profit of $640,000 for the same period
last year primarily because of the decrease in sales, increase of carrying
charges, and acquisition related expenses.
NET INCOME (LOSS)
Consolidated Net (Losses) of ($977,000) was incurred, as compared net
income of $436,000 during the same period last year primarily because of the
decrease in sales and increase in expenses.
LIQUIDITY AND CAPITAL RESOURCES
The following table sets forth the ratio of consolidated current assets
divided by consolidated current liabilities of the Company at the dates
indicated:
October 31, 1995 April 30, 1995
Current Ratios 1.63 2.19
In January of 1992, the Company renewed and extended a financing
arrangement with a financial institution to make available a total of
$20,300,000 in a combination of revolving lines of credit and term loans. The
term loans were repaid in January 1995. This financing arrangement was used to
consolidate existing financing, to pay for the Household subsidiary acquisition,
and to provide available working capital for continuing operations.
The arrangement with the financial institution was amended in March 1993,
to make available a total of $16,325,000 in a combination of revolving lines of
credit and term loans. The loan agreement was revised to reflect the payoff of
the revolving line and term loan associated with the sale of the Printing &
Graphics subsidiary.
The financing arrangement, was further amended in December 1993, to make
available a total of $13,075,000 in combination of revolving lines of credit and
term loan. The loan agreement was revised to reflect the recollateralization of
certain manufacturing assets of the Household subsidiary, as well as
restructuring certain portions of the Company debt from demand notes to
revolving lines of credit.
The current financing arrangement was further amended in December 1994: the
loan agreement was revised to reflect the renewal and extension of the maturity
dates of lines of credit to December 1995, to make available a total of
$13,000,000 maximum in revolving lines of credit, reduce the rate of interest
charged on the lines of credit, approve the repayment schedule of the Company's
subordinated convertible debentures, and reflect the payoff of the term loans.
Consolidated open lines of credit, available to the Audio Visual and
Household subsidiaries from their associated financing agreements, were $624,000
on October 31, 1995, as compared to $2,717,000 the previous year. Amounts
available to the Seasonal subsidiary as of the same date were approximately
$954,000 It is management's opinion that operating expenses, as well as
obligations coming due, will be met by cash on hand, future cash flows from
operations and available lines of credit.
In June 1995, the Company's wholly-owned Seasonal subsidiary entered into a
factoring and related financing arrangement with a commercial finance company,
the Seasonal subsidiary's primary lender.
During August 1995, the Company, the Seasonal subsidiary and the Household
subsidiary, each a wholly-owned subsidiary of the Company, entered into a
Reimbursement Agreement with certain related third parties to provide to the
commercial finance company, the primary lender to the Seasonal subsidiary,
irrevocable standby letters of credit and cash in the aggregate amount of
$1,700,000 to serve as additional collateral against which the commercial
finance company would lend additional working capital to Seasonal subsidiary
pursuant to the commercial finance company's lending arrangements with the
Seasonal subsidiary.
The arrangement with the commercial finance company for the additional
financing secured by the additional collateral expires on February 28, 1996. On
that date, in the event that the commercial finance company shall have applied
any of the additional collateral to the Seasonal subsidiary's obligations to the
commercial finance company, Seasonal subsidiary will reimburse the parties for
the collateral so applied by the commercial finance company, such reimbursement
to be made in the ordinary course of business or in the event the Seasonal
subsidiary refinances its indebtedness. Alternatively, the parties may at any
time after February 28, 1996 receive shares of the Company's Common Stock as
reimbursement for the collateral applied by the commercial finance company to
the Seasonal subsidiary's obligations by the commercial finance company. Each
party would receive that number of shares that has a value equal to the amount
of such party's collateral that is applied by the commercial finance company;
for purposes of the agreement, the Company's Common Stock will be deemed to have
a value of $1.25 per share.
In consideration for providing the additional collateral, on February 28,
1996 the parties will receive a total approximately of 400,000 shares of Common
Stock of the Company in proportion to the amount of additional collateral
initially provided by them.
The Company's cash balance has increased from the previous year end because
of profitable operations at the Audio Visual subsidiary and reduced expenses and
cash flow in other areas. There are no material commitments planned for capital
expenditures as of the latest fiscal period, other than normal retirements and
replacements.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not Applicable
ITEM 2. CHANGES IN SECURITIES.
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS.
Not Applicable
ITEM 5. OTHER INFORMATION.
The financial information included in this report for fiscal year 1994 does
NOT include financial information related to the Seasonal subsidiary, which
began operations on June 27, 1995. This financial information is not
currently available, and will be furnished by amendment to this report when
it becomes available. For further information regarding the availability of
financial information related to the Seasonal subsidiary, please refer to
the Company's Current Report on Form 8-K dated June 27, 1995, and Forms 8-
K/A1 and 8-K/A2 thereto and is incorporated herein by reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibit 11. - Earnings per share computations.
(b) Reports on 8-K
During the quarter ended October 31, 1995, the Registrant engaged the
accounting firm of BDO Seidman, LLP as its independent accountants to audit
the consolidated financial statements of the Registrant for the fiscal year
ending April 30, 1996. The Audit Committee of the Board of Directors of
the Registrant has reviewed the terms of and approved the engagement of BDO
Seidman, LLP. KPMG Peat Marwick LLP has previously served as the
Registrant's independent accountants. KPMG Peat Marwick LLP did not resign
or decline to stand for re-election as the Registrant's independent
accountants. The Registrant's decision to change its independent
accountants effective October 23, 1995 did not result from or involve any
disagreement (and there has not been any disagreement) with KPMG Peat
Marwick LLP as to any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure. The
Company's report on Form 8-K dated October 23, 1995 is herein incorporated
by reference.
SIGNATURES
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JAYARK CORPORATION
- ------------------
Registrant
/s/ David L. Koffman December 15, 1995
------------------------------ -----------------
David L. Koffman, President
Chief Executive Officer
/s/ Clay Whitehead December 15, 1995
------------------------- -----------------
Clay Whitehead, Controller,
Chief Financial Officer
Exhibit 11
JAYARK CORPORATION AND SUBSIDIARIES
EARNINGS PER SHARE COMPUTATIONS
THREE MONTHS SIX MONTHS
OCTOBER 31, OCTOBER 31,
------------------- -------------------
1995 1994 1995 1994
---------- --------- --------- ----------
GIVEN:
Weighted Average Shares 7,973,357 6,546,974 7,973,357 6,581,014
Income (Loss) From Continuing $(419,000) 422,000 (977,000) 423,000
Operations
Income From Discontinued - 8,000 - 16,000
Operations
Net Income $(419,000) $430,000 $(977,000) $439,000
Dividends $ - $ - $ - $ -
Average Closing Bid $ 1.0442 $ 0.6667 $ 1.1067 $ 0.6453
Closing Bid Price $ 0.9063 $ 0.5313 $ 0.9063 $ 0.5313
Dilutive Option Price $ 1.0442 $ 0.6667 $ 1.1067 $ 0.6453
WEIGHTED AVERAGE: 0.5041 0.5041 0.5041 0.5041
DILUTIVE SECURITIES:
Shares:
Subordinated Debentures $1,500,000 1,800,000 1,500,000 1,800,000
$1.50 Conversion Price $ 1.50 $ 1.50 $ 1.50 $ 1.50
--------- --------- --------- ---------
Net Convertible Shares 1,000,000 1,200,000 1,000,000 1,200,000
INTEREST EXPENSE:
Subordinated Debentures 1,500,000 1,800,000 1,500,000 1,800,000
12% Semi Annual 180,000 216,000 180,000 216,000
------ -------- --------- ---------
Weighted Average 90,738 108,886 90,738 108,886
Net of 34% Tax $ 59,887 $ 71,864 $ 59,887 $ 71,864
======== =========== ========= ===========
STOCK OPTIONS (Prime):
Number Employee Stock Options 292,500 467,500 292,500 467,500
Multiplied by the Option Price $ 0.4899 $ 0.4375 $ 0.4899 $ 0.4375
-------- ---------- ---------- ----------
$143,296 $204,531 $143,296 $204,531
Divided By The Average Market $ 1.0442 $ 0.6667 $ 1.1067 $ 0.6453
Bid
Yields Required Shares 137,230 306,782 129,480 316,955
------- ------- --------- --------
Net Additional Shares 155,270 160,718 163,020 150,545
STOCK OPTIONS (Dilutive):
Number Employee Stock Options
292,500 467,500 292,500 467,500
Multiplying by the Option $ 0.4899 $ 0.4375 $ 0.4899 $ 0.4375
Price
$143,296 $204,531 $143,296 $204,531
Divided By Higher of Average $ 1.0442 $ 0.6667 $ 1.1067 $ 0.6453
Market or Close
Yields Required Shares 137,230 306,782 129,480 316,955
------- -------- --------- ----------
Net Additional Shares 155,270 160,718 163,020 150,545
CALCULATION (PRIME):
Income From Continuing
Operations (419,000) 422,000 (977,000) 423,000
Loss From Discontinued - 8,000 - 16,000
Operations --------- ---------- --------- ---------
Net Income (419,000) 430,000 (977,000) 439,000
Divided By:
Average Outstanding Shares 7,973,357 6,546,974 7,973,357 6,581,014
Stock Options 155,270 160,718 163,020 150,545
--------- --------- -------- ---------
Total 8,128,627 6,707,692 8,136,377 6,731,559
========= ========= ========= =========
EARNINGS PER COMMON SHARE
From Continuing Operations $(0.05) $ 0.06 $(0.12) $ 0.06
From Discontinued Operations - 0.00 - 0.00
------- ------- ------- ------
Net Income $(0.05) $ 0.06 $(0.12) $ 0.06
======= ====== ======= =======
CALCULATION (FULLY DILUTIVE)
Income From Continuing
Operations (419,000) 422,000 (977,000) 423,000
Plus Interest Savings 59,887 71,864 59,887 71,864
Loss From Discontinued - 8,000 - 16,000
Operations --------- ------- --------- -------
Net Income (359,113) 501,864 (917,113) 510,864
Divided By:
Average Outstanding Shares 7,973,357 6,546,974 7,973,357 6,581,014
Convertible Shares 1,000,000 1,200,000 1,000,000 1,200,000
Stock Options 155,270 160,718 163,020 150,545
--------- --------- --------- ---------
Total 9,128,627 7,907,692 9,136,377 7,931,559
EARNINGS PER COMMON SHARE FULLY
DILUTED
From Continuing Operations $(0.04) $ 0.06 $(0.10) $ 0.06
From Discontinued Operations - - - -
------- ------ ------- ------
Net Income $(0.04) $ 0.06 $(0.10) $ 0.06
======= ====== ======= ======
Financial Data Schedule
[ARTICLE] 5
[LEGEND]
[RESTATED]
[CIK] 0000053260
[NAME]
<MULTI PLIER> 1000.0
[CURRENCY] USD
[FISCAL-YEAR-END] 04/30/95
[PERIOD-START] 08/01/95
[PERIOD-END] 10/31/95
[PERIOD-TYPE] 6-mos
[EXCHANGE-RATE]
[CASH] 1,872
[SECURITIES] -
[RECEIVABLES] 6,367
[ALLOWANCES] -
[INVENTORY] 10,734
[CURRENT-ASSETS] 28,054
[PP&E] 1,004
[DEPRECIATION] -
[TOTAL-ASSETS] 29,696
[CURRENT-LIABILITIES] 17,253
[BONDS] -
[COMMON] 2,394
[PREFERRED-MANDATORY] -
[PREFERRED] -
[OTHER-SE] -
<TOTAL-LIABILITY-AND- 29,696
EQUITY>
[SALES] 38,386
[TOTAL-REVENUES] 38,386
[CGS] 30,928
[TOTAL-COSTS] 39,867
[OTHER-EXPENSES] -
[LOSS-PROVISION] -
[INTEREST-EXPENSE] 1,131
[INCOME-PRETAX] (977)
[INCOME-TAX] (504)
[INCOME-CONTINUING] (1,481)
[DISCONTINUED] -
[EXTRAORDINARY] -
[CHANGES] -
[NET-INCOME] (977)
[EPS-PRIMARY] -0.13
[EPS-DILUTED] -0.10
