<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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. 1-6244
AMERICAN MAIZE-PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
Maine 13-0432720
-------------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification #)
250 Harbor Drive, Stamford, CT 06902
- - ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 356-9000
---------------------
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
------ ------
Number of shares outstanding of each of issuer's classes of common stock at June
30, 1994.
Class A Class B
Outstanding 8,500,072 1,742,057
<PAGE>
INDEX
Page #
Part I
Financial Statements:
Condensed Consolidated Balance Sheets
at June 30, 1994 and December 31, 1993 4
Condensed Consolidated Statements of Operations and Retained Earnings
for the six and three months ended June 30, 1994 and 1993 5
Condensed Consolidated Statements of Cash Flows
for the six months ended June 30, 1994 and 1993 6
Notes to Condensed Consolidated Financial Statements 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-8
Part II
Item 1. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Security Holders 9-10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
<PAGE>
AMERICAN MAIZE-PRODUCTS COMPANY AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1994 1993
---------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 391,000 $ 2,862,000
Accounts receivable, trade, less allowance for doubtful accounts of $4,052,000
at June 30, 1994 and $3,609,000 at December 31, 1993 64,178,000 53,529,000
Inventories
Finished goods 24,917,000 25,074,000
Work-in-process 4,449,000 4,344,000
Raw materials 46,615,000 38,882,000
Stores and supplies 18,283,000 17,833,000
------------- -------------
94,264,000 86,133,000
Other current assets 12,881,000 11,117,000
------------- -------------
Total current assets 171,714,000 153,641,000
------------- -------------
Property, plant and equipment, at cost 484,284,000 468,017,000
Less, Accumulated depreciation 192,668,000 180,593,000
------------- -------------
291,616,000 287,424,000
Excess of cost over net assets of acquired companies, less accumulated
amortization of $3,859,000 at June 30, 1994, and $3,504,000 at
December 31, 1993 22,929,000 23,284,000
Prepaid pension costs 14,732,000 14,732,000
Other assets 12,131,000 12,977,000
------------- -------------
$ 513,122,000 $ 492,058,000
============= =============
Current liabilities:
Short-term debt $ 5,000,000 $ 5,000,000
Long-term debt, current installments 914,000 885,000
Accounts payable, trade 19,662,000 16,278,000
Accrued expenses 24,785,000 24,395,000
Accrued income taxes 3,144,000 4,837,000
------------- -------------
Total current liabilities 53,505,000 51,395,000
Long-term debt, less current installments 150,329,000 139,294,000
Deferred income taxes 32,386,000 30,775,000
Accrued postretirement and postemployment benefits 52,197,000 50,027,000
Other liabilities 5,228,000 4,901,000
------------- -------------
293,645,000 276,392,000
------------- -------------
Stockholders' equity:
Capital stock:
Common, Class A, $.80 par value; authorized 15,000,000 shares at June 30, 1994
and at December 31, 1993; issued 8,857,603 shares at June 30, 1994 and
8,848,903 shares at December 31, 1993 7,086,000 7,079,000
Common, Class B, $.80 par value; authorized 2,500,000 shares; issued
1,809,282 shares at June 30, 1994 and December 31, 1993 1,447,000 1,447,000
Capital in excess of par value of common stock 124,047,000 123,836,000
Retained earnings 93,729,000 90,221,000
------------- -------------
226,309,000 222,583,000
Less, Common Stock in treasury, at cost; Class A, 357,531 shares at June 30,
1994 and 366,990 shares at December 31, 1993; Class B, 67,225 shares at
June 30, 1994 and at December 31, 1993 6,832,000 6,917,000
------------- -------------
Total stockholders' equity 219,477,000 215,666,000
------------- -------------
$ 513,122,000 $ 492,058,000
============= =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
AMERICAN MAIZE-PRODUCTS COMPANY AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 1994 AND 1993
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
----------------------------- ---------------------------------
1994 1993 1994 1993
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $298,780,000 $250,853,000 $160,941,000 $135,847,000
Cost of sales 225,361,000 197,390,000 120,760,000 105,222,000
------------ ------------ ------------ ------------
Gross profit 73,419,000 53,463,000 40,181,000 30,625,000
Selling, administrative and general expenses 45,851,000 47,427,000 22,371,000 24,457,000
Restructuring charges 5,400,000 12,323,000 - 8,323,000
Provision for patent litigation 4,000,000 - 4,000,000 -
------------ ------------ ------------ ------------
Operating profit (loss) 18,168,000 (6,287,000) 13,810,000 (2,155,000)
------------ ------------ ------------ ------------
Other income (expenses):
Interest expense (5,966,000) (7,856,000) (3,035,000) (3,925,000)
Interest income 140,000 867,000 71,000 301,000
Other, net (850,000) (926,000) (536,000) 226,000
------------ ------------ ------------ ------------
(6,676,000) (7,915,000) (3,500,000) (3,398,000)
------------ ------------ ------------ ------------
Income (loss) before income taxes, minority
interest, extraordinary loss and
cumulative effect of accounting changes 11,492,000 (14,202,000) 10,310,000 (5,553,000)
Income taxes:
Current (2,554,000) 3,536,000 (2,213,000) 1,555,000
Deferred (2,155,000) 1,750,000 (1,997,000) 377,000
------------ ------------ ------------ ------------
(4,709,000) 5,286,000 (4,210,000) 1,932,000
------------ ------------ ------------ ------------
Income (loss) before minority interest,
extraordinary loss and cumulative effect of
accounting changes 6,783,000 (8,916,000) 6,100,000 (3,621,000)
Minority interest in loss of subsidiary - 329,000 - -
------------ ------------ ------------ ------------
Income (loss) before extraordinary loss and
cumulative effect of accounting changes 6,783,000 (8,587,000) 6,100,000 (3,621,000)
Extraordinary loss from early extinguishment of
debt - (2,862,000) - -
------------ ------------ ------------ ------------
Income (loss) before cumulative effect of
accounting changes 6,783,000 (11,449,000) 6,100,000 (3,621,000)
Cumulative effect of accounting changes - (27,200,000) - -
------------ ------------ ------------ ------------
Net income (loss) 6,783,000 (38,649,000) 6,100,000 (3,621,000)
Retained earnings at beginning of period 90,221,000 127,324,000 89,268,000 91,262,000
Less: cash dividends paid 3,275,000 2,666,000 1,639,000 1,632,000
------------ ------------ ------------ ------------
Retained earnings at end of period $ 93,729,000 $ 86,009,000 $ 93,729,000 $ 86,009,000
============ ============ ============ ============
Earnings per share of common stock:
Income (loss) before extraordinary loss and
cumulative effect of accounting changes $ .66 $ (.95) $ .60 $ (.35)
Extraordinary loss from early extinguishment of debt - (.32) - -
Cumulative effect of accounting changes - (3.00) - -
----- ------ ----- ------
Net income (loss) $ .66 $(4.27) $ .60 $ (.35)
===== ====== ===== ======
Dividends per share of common stock $ .32 $ .32 $ .16 $ .16
===== ====== ===== ======
Weighted average number of common shares
outstanding 10,233,010 9,044,627 10,239,194 10,203,580
========== ========= ========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
AMERICAN MAIZE-PRODUCTS COMPANY AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1994
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
----------------------------
1994 1993
--------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 6,783,000 $(38,649,000)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation and amortization 16,631,000 15,756,000
Amortization of original issue discount on
subordinated debentures - 244,000
Deferred income taxes 2,155,000 (1,750,000)
Extraordinary loss from early extinguishment of debt - 2,862,000
Cumulative effect of accounting changes - 27,200,000
Restructuring charges 5,400,000 12,323,000
Litigation reserve 4,000,000 -
Minority interest in loss of subsidiary, net of dividends - (941,000)
Changes in assets and liabilities:
Accounts receivable, trade (10,649,000) (9,485,000)
Inventories (8,131,000) (6,578,000)
Other current assets (1,764,000) (56,000)
Accounts payable and accrued expenses (4,724,000) (3,110,000)
Other, net 2,561,000 (3,350,000)
----------- ------------
Net cash provided by (used in) operating activities 12,262,000 (5,534,000)
----------- ------------
Cash flows from investing activities:
Additions to property, plant and equipment (22,522,000) (22,996,000)
Purchase of minority interest in subsidiary - (32,992,000)
------------ -------------
Net cash used in investing activities (22,522,000) (55,988,000)
------------ -------------
Cash flows from financing activities:
Cash dividends (3,275,000) (2,666,000)
Issuance of short-term debt 5,000,000 -
Payments of short-term debt (5,000,000) (9,200,000)
Borrowings on long-term debt 21,400,000 125,000,000
Payments of long-term debt (10,336,000) (111,185,000)
------------ -------------
Net cash provided by financing activities 7,789,000 1,949,000
------------ -------------
Net decrease in cash and cash equivalents (2,471,000) (59,573,000)
Cash and cash equivalents, beginning of year 2,862,000 69,180,000
------------ -------------
Cash and cash equivalents, end of period $ 391,000 $ 9,607,000
============ =============
Supplemental Cash Flow Information
Cash paid during the period for:
Interest (net of amount capitalized) $ 5,618,000 $ 4,546,000
Income taxes (net of refunds) $ 4,179,000 $ 941,000
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
Notes to Condensed Consolidated Financial Statements
Unaudited
(A) Basis of Presentation
The accompanying condensed consolidated financial statements of American
Maize-Products Company and its Subsidiaries ("Company") for the six and
three month periods ended June 30, 1994 and 1993 are unaudited. However,
in the opinion of the Company, all adjustments (of a normal recurring
nature) considered necessary for a fair presentation have been reflected
therein.
Certain financial information which is normally included in financial
statements prepared in accordance with generally accepted accounting
principles, but which is not required for interim reporting purposes, has
been omitted. The accompanying condensed consolidated financial
statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report to Shareholders
for the fiscal year ended December 31, 1993. Certain reclassifications
have been made in the prior period financial statements to conform with
the current year's presentation.
(B) Supplementary Information
Interest costs incurred during the six and three months ended June 30,
1994 and 1993 were $6,267,000, $8,412,000, $3,253,000 and $4,259,000,
respectively. Interest capitalized during these periods was $301,000,
$556,000, $218,000 and $334,000, respectively.
For cash flow reporting purposes all highly liquid short-term investments
(as denoted on the balance sheet), with maturities of three months or
less, are considered cash equivalents.
Deposits made for hedging transactions to cover open positions on corn
purchases are included in inventory for cash flow reporting purposes.
(C) Short-term Debt
Short-term debt comprises borrowings on lines of credit from banks.
(D) Legal Proceedings
The current status of litigation is described in Part II, herein. See
also MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS "Results of Operations (Three Months ended June 30,
1994 compared with the Three Months ended June 30, 1993)".
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financial Condition (June 30, 1994 compared to December 31, 1993)
The Company currently has available $125,000,000 under a bank revolving credit
agreement which expires on December 31, 1998 and open lines of credit with banks
of $10,000,000. At June 30, 1994, borrowings under these facilities were
$24,100,000 and $5,000,000, respectively.
Significant uses of cash during the period included capital expenditures of
$22,522,000 and increased receivable and inventory levels of $10,649,000 and
$8,131,000, respectively. The increase in receivable and inventory levels was
primarily attributable to higher selling prices for corn sweeteners and higher
corn costs. The Company anticipates approximately $49,000,000 of additional
capital spending for the remainder of the year which will be financed through
internal cash flow and available credit facilities, as needed.
Results of Operations (Six Months ended June 30, 1994 compared with the Six
Months ended June 30, 1993)
Net sales increased 19.1% in 1994 to $298,780,000 compared to $250,853,000 in
1993. The higher sales reflect an increase in unit sales volumes and pricing of
high fructose corn syrup and specialty food starches and higher net sales in the
tobacco business.
Operating profits were $18,168,000 in 1994 compared to a loss of $6,287,000 in
1993. Operating profits in the Company's corn processing business were
significantly higher than last year due primarily to higher sweetener prices.
Operating results include restructuring charges of $5,400,000 in 1994 and
$12,323,000 in 1993. The charge in 1994 represents the costs associated with
consolidations in the Company's tobacco business. The 1994 operating results
also include a charge of $4,000,000 for the establishment of a reserve for
ongoing patent infringement litigation. See "Results of Operations (Three Months
ended June 30, 1994 compared with the Three Months ended June 30, 1993)".
Interest expense decreased to $5,966,000 in 1994 compared to $7,856,000 in 1993.
The primary reasons for the decrease were lower average interest rates and debt
levels.
Net income in 1994 was $6,783,000, or $.66 per share, compared to a net loss of
$38,649,000, or $4.27 per share, in 1993. Results for 1993 include an after tax
charge of $27,200,000, or $3.00 per share, to reflect the cumulative effect of
the adoption of Statement of Financial Accounting Standards No. 106, "Employers'
Accounting for Postretirement Benefits Other than Pensions" and No. 112,
"Employers' Accounting for Postemployment Benefits". Also included in the 1993
results was an extraordinary loss of $2,862,000, or $.32 per share, relating to
the early extinguishment of the Company's 12% senior subordinated debentures.
Results of Operations (Three Months ended June 30, 1994 compared with the Three
Months ended June 30, 1993)
Net sales increased 18.5% in 1994 to $160,941,000 compared to $135,847,000 in
1993. The higher sales reflect an increase in unit sales volumes and pricing of
high fructose corn syrup and specialty food starches.
Operating profits were $13,810,000 in 1994 compared to a loss of $2,155,000 in
1993. Operating profits in the Company's corn processing business were
significantly higher than last year due primarily to higher sweetener prices;
operating results in the tobacco business increased in part due to merger
related cost reductions. The 1994 operating results include a charge of
$4,000,000 for the establishment of a reserve for ongoing patent infringement
litigation. The reserve was established on the assumption that the ultimate
damage award will be based on a reasonable royalty. The potential exists,
however, for the final judgment to be significantly higher than the recorded
reserve. Due to the complexity of the litigation, management is unable to
reasonably estimate the extent to which a final judgment may exceed the reserve.
Management believes that the ultimate judgment could have a material adverse
effect on the results of operations in a future period but would not have a
material adverse effect on the Company's financial condition. See Part II Item
1. "Legal Proceedings". The 1993 operating results included restructuring
charges of $8,323,000. The charges principally reflect the cost of consolidation
and modernization programs in the Company's business units, divestiture of
non-performing assets and organizational changes.
Interest expense decreased to $3,035,000 in 1994 compared to $3,925,000 in 1993.
The primary reasons for the decrease were lower average interest rates and debt
levels.
The net income in 1994 was $6,100,000, or $.60 per share, compared to a loss of
$3,621,000, or $.35 per share, in 1993. Results for 1993 include restructuring
charges of $8,323,000 ($5,320,000 after tax, or $.52 per share).
<PAGE>
PART II
Item 1. Legal Proceedings
Grain Processing Corporation v. American Maize-Products Company
On June 27, 1994, the U.S. District Court for the Northern District of
Indiana denied the Company's motion seeking a reconsideration of the court's
previous ruling that the patent owned by Grain Processing Corporation ("GPC")
was valid.
A hearing date of July 10, 1995 has been set to determine the amount of
damages that American Maize will be required to pay to GPC. GPC is contending
that it should receive damages based on its lost profits on products it would
have sold except for the infringement. The Company contends that any damages
awarded should be based on a reasonable royalty rather than lost profits,
because GPC never sold the patented product. The law on that issue is in
conflict at present. During the second quarter the Company established a reserve
in an amount which it considers appropriate based on its contention that damages
should be based on a reasonable royalty.
Except as described above, no reportable events have occurred which
would require modification of the discussion under Legal Proceedings set forth
in the Company's Form 10-K Annual Report for the fiscal year ended December 31,
1993, and in its Form 10-Q Quarterly Report for the period ended March 31, 1994.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The 1994 Annual Meeting of Shareholders was held on April 27, 1994.
(b) Not applicable.
(c) The following are the results of action taken at the 1994 Annual
Meeting of Shareholders:
(i) The Company's nominees for the Board of Directors and
Clerk were elected with the following vote:
Votes Cast
Class A Directors For Withheld
(Class A Common Stock)
Paul F. Engler 6,583,310 203,718
John R. Kennedy 6,543,942 243,086
William L. Rudkin 6,583,187 203,841
Wendell M. Smith 6,541,792 245,236
Class B Directors For Withheld
(Class B Common Stock)
Charles B. Cook, Jr. 1,380,059 7,841
James E. Harwood 1,380,059 7,841
Leslie C. Liabo 1,379,888 8,012
C. Alan MacDonald 1,380,059 7,841
Patric J. McLaughlin 1,380,059 7,841
H. Barclay Morley 1,380,059 7,841
William C. Steinkraus 1,379,888 8,012
Raymond S. Troubh 1,379,888 8,012
William Ziegler, III 1,380,059 7,841
Clerk: For Withheld
(Class B Common Stock)
Peter B. Webster 1,380,059 7,841
<PAGE>
(ii) The re-appointment of Coopers & Lybrand as independent
auditors of the Company for 1994 was approved with the following vote:
Votes Cast
For Against Abstain
Class B Common Stock 1,376,591 10,962 347
(iii) The proposed 1994 Stock Plan was approved with the
following vote:
Votes Cast
For Against Abstain No Vote
(Class A and B
Common Stock) 7,276,347 540,242 12,393 345,946
(iv) The proposed amendment to the 1985 Stock Option Plan was
approved with the following vote:
Votes Cast
For Against Abstain No Vote
(Class A and B
Common Stock) 6,733,435 464,998 22,927 953,568
(v) The proposed amendment to the 1986 Stock Option Plan was
approved with the following vote:
Votes Cast
For Against Abstain No Vote
(Class A and B
Common Stock) 7,525,008 388,202 23,590 238,128
(d) Not applicable.
Item 5. Other Information
Agreements Affecting Board Membership
As disclosed in the Company's March 25, 1994 proxy statement, the Class
B Common Stock has the power to elect 70% of the Company's Board of Directors.
GIH Corp. owns 47.3% of the Class B Common Stock. All the shares of GIH Corp.
are held directly by, or in various trusts for the benefit of, William Ziegler,
III and his sister, Mrs. Helen Steinkraus.
Control over GIH Corp. is the subject of litigation in New York
Surrogate's Court brought by the children of Mrs. Helen Steinkraus challenging
the prior distribution of the controlling share of GIH Corp. common stock to a
trust for the benefit of William Ziegler, III. On April 4, 1994, the New York
Surrogate's Court issued a decision in favor of Mr. Ziegler, and Mrs.
Steinkraus' children have filed an appeal.
Pending final resolution of the litigation, Mr. Ziegler, Mrs.
Steinkraus and GIH Corp. have agreed in March, 1991 that their shares of
American Maize will be voted for directors nominated by the Company in
accordance with the Succession Resolutions adopted by the Board of Directors in
March, 1991. The resolutions provide for Board seats for Mr. Ziegler and Mrs.
Steinkraus or their designees and require that the majority of the Board consist
of directors who are neither employees of the Company nor members of the Ziegler
or Steinkraus families.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits (exhibit reference numbers refer to Item 601
of Regulation S-K)
11 (a) Calculation of Primary Earnings Per Share
11 (b) Calculation of Fully-Diluted Earnings Per Share
(b) No reports on Form 8-K were filed during the quarter for which
this report is filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN MAIZE-PRODUCTS COMPANY
DATE: August 12, 1994 By /s/ Patric J. McLaughlin
-------------------- --------------------------------
Patric J. McLaughlin
President and
Chief Executive Officer
DATE: August 12, 1994 By /s/ Edward P. Norris
-------------------- --------------------------------
Edward P. Norris
Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT 11 (a)
AMERICAN MAIZE-PRODUCTS COMPANY AND ITS SUBSIDIARIES
CALCULATION OF PRIMARY EARNINGS PER SHARE
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
--------------------------- --------------------------
1994 1993 1994 1993
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Weighted average number of common shares
outstanding 10,233,010 9,044,627 10,239,194 10,203,580
============ ============ ============ ===========
Income (loss) before extraordinary loss and
cumulative effect of accounting changes $ 6,783,000 $ (8,587,000) $ 6,100,000 $(3,621,000)
Extraordinary loss from early extinguishment
of debt - (2,862,000) - -
Cumulative effect of accounting changes - (27,200,000) - -
------------ ------------ ------------ -----------
Net income (loss) $ 6,783,000 $(38,649,000) $ 6,100,000 $(3,621,000)
============ ============ ============ ===========
Primary earnings per share:
Income (loss) before extraordinary loss and
cumulative effect of accounting changes $ .66 $ (.95) $ .60 $(.35)
Extraordinary loss from early extinguishment
of debt - (.32) - -
Cumulative effect of accounting changes - (3.00) - -
------ ------ ------ -----
Net income (loss) $ .66 $(4.27) $ .60 $(.35)
====== ====== ====== =====
</TABLE>
EXHIBIT 11 (b)
AMERICAN MAIZE-PRODUCTS COMPANY AND ITS SUBSIDIARIES
CALCULATION OF FULLY-DILUTED EARNINGS PER SHARE
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
--------------------------- --------------------------
1994 1993 1994 1993
---------- --------- --------- --------
<S> <C> <C> <C> <C>
Weighted average number of common shares
outstanding 10,233,010 9,044,627 10,239,194 10,203,580
Assumed exercise of certain options 66,178 26,096 64,495 26,096
------------ ------------ ------------ -----------
10,299,188 9,070,723 10,303,689 10,229,676
============ ============ ============ ===========
Income (loss) before extraordinary loss and
cumulative effect of accounting changes $ 6,783,000 $ (8,587,000) $ 6,100,000 $(3,621,000)
Extraordinary loss from early extinguishment
of debt - (2,862,000) - -
Cumulative effect of accounting changes - (27,200,000) - -
------------ ------------ ------------ -----------
Net income (loss) $ 6,783,000 $(38,649,000) $ 6,100,000 $(3,621,000)
============ ============ ============ ===========
Fully-diluted earnings per share:
Income (loss) before extraordinary loss and
cumulative effect of accounting changes $ .66 $ (.95) $ .59 $(.35)
Extraordinary loss from early extinguishment
of debt - (.32) - -
Cumulative effect of accounting changes - (2.99)* - -
------ ------ ------ -----
Net income (loss) $ .66 $(4.26)* $ .59 $(.35)
====== ====== ====== =====
</TABLE>
*Anti-dilutive
