<TABLE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
MAYFLOWER GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------ -----------------
(In thousands, except
per share data) 1994 1993 1994 1993
---- ---- ---- ----
(Unaudited)
<S> <C> <C> <C> <C>
Operating revenues:
Contract Services $ 51,815 $ 42,216 $ 194,047 $ 166,566
Transit 140,955 138,556 352,784 335,786
----------- ----------- ----------- -----------
192,770 180,772 546,831 502,352
Operating expenses:
Contract Services 58,899 48,792 189,665 161,004
Transit 133,708 130,026 345,607 329,076
Corporate expenses 172 154 603 579
----------- ----------- ----------- -----------
Operating profit (loss) (9) 1,800 10,956 11,693
Other income (expense):
Interest income 304 854 802 2,042
Interest expense (2,436) (2,578) (6,837) (6,891)
Other, net (59) (65) (123) (244)
----------- ----------- ----------- -----------
Income (loss) before
federal income taxes
and extraordinary
loss (2,200) 11 4,798 6,600
Provision (credit) for
federal income taxes (818) 390 1,785 2,706
----------- ----------- ----------- -----------
Income (loss) before
extraordinary loss (1,382) (379) 3,013 3,894
Extraordinary loss on
early retirement of
debt --- --- --- (549)
----------- ----------- ----------- -----------
Net income (loss) $ (1,382)$ (379) $ 3,013 $ 3,345
=========== =========== =========== ===========
Weighted average
shares outstanding 12,783 12,742 12,755 12,725
Earnings (loss) per share:
Income (loss) before
extraordinary loss $ (0.11)$ (0.03) $ 0.24 $ 0.30
Extraordinary loss --- --- --- (0.04)
----------- ----------- ----------- -----------
Net income (loss) $ (0.11)$ (0.03) $ 0.24 $ 0.26
=========== =========== =========== ===========
See notes to condensed consolidated financial statements.
</TABLE>
<TABLE>
MAYFLOWER GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
As of As of
September 30, December 31,
(Dollars in thousands) 1994 1993
------------ ------------
(Unaudited)
<S> <C> <C>
Assets :
Current assets:
Cash $ 1,333 $ 6,093
Receivables:
Trade receivables 88,332 74,136
Accrued unbilled
accounts receivable 28,020 16,845
Other 14,846 15,814
Less allowance for
possible collection losses (6,495) (6,174)
----------- -----------
Total receivables 124,703 100,621
Equipment and inventory
held for resale 6,489 8,911
Deferred income taxes 13,883 13,230
Prepaid expenses and
deposits 8,617 8,147
----------- -----------
Total current assets 155,025 137,002
Property and equipment:
Land 2,175 2,175
Buildings and improvements 17,059 16,273
Revenue equipment 145,019 117,561
Other operating equipment
and improvements 11,863 9,072
Less accumulated
depreciation (42,683) (30,334)
----------- -----------
Net property and
equipment 133,433 114,747
Intangible assets 50,469 53,372
Other assets 17,632 17,556
----------- -----------
$ 356,559 $ 322,677
=========== ===========
Liabilities and share-
holders' investment:
Current liabilities:
Current maturities
of long-term debt $ 4,706 $ 2,276
Short-term borrowings 4,500 ---
Trade accounts payable 45,589 39,141
Accrued expenses
and deposits:
Liabilities on unbilled
shipments 14,748 9,026
Reserve for self-
insured claims 25,427 28,940
Salaries and with-
holding taxes 11,016 6,755
Other 11,313 11,667
----------- -----------
Total current
liabilities 117,299 97,805
----------- -----------
Noncurrent liabilities:
Long-term debt,
less current maturities 102,679 95,407
Deferred income taxes 28,914 29,963
Reserve for self-
insured claims, less
current portion 15,925 11,210
Accrued post retirement
benefits cost 6,009 5,621
Shareholders' investment:
Common shares; no par
value; 30,000,000
authorized; issued
outstanding: 12,662,671
in 1994 and 12,662,403
in 1993 73,914 73,865
Retained earnings 11,819 8,806
----------- -----------
Total shareholders'
investment 85,733 82,671
----------- -----------
$ 356,559 $ 322,677
=========== ===========
See notes to condensed consolidated financial statements.
</TABLE>
<TABLE>
MAYFLOWER GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
Nine Months Ended September 30,
-------------------------------
(Dollars in thousands) 1994 1993
------------ -------------
(Unaudited)
<S> <C> <C>
Net cash provided by
(used in):
Operating activities $ 14,890 $ 6,191
Investing activities (33,803) (38,524)
Financing activities 14,153 23,275
----------- -----------
(4,760) (9,058)
Cash and cash
equivalents-beginning
of period 6,093 9,449
------------ -----------
Cash and cash
equivalents-end
of period $ 1,333 $ 391
=========== ===========
Operating activities:
Net income $ 3,013 $ 3,345
Add items not
affecting cash:
Depreciation 14,866 13,412
Amortization and
other 3,518 4,334
Deferred income
taxes (1,703) (457)
Extraordinary loss --- 871
Changes in certain
working capital items:
Receivables (24,082) (23,037)
Equipment and
inventory held
for resale 2,422 (4,430)
Prepaid expenses
and deposits (423) 63
Trade accounts
payable 6,447 2,371
Reserve for self-
insured claims 1,202 2,707
Other accrued
expenses and
deposits 9,630 7,012
----------- -----------
Net cash provided
by operating
activities $ 14,890 $ 6,191
=========== ===========
Investing activities:
Purchases of property
and equipment $ (34,544) $ (27,011)
Proceeds from disposals
of property and equipment 1,962 1,799
Purchase acquisition (1,509) (3,086)
Decrease (increase) in other
noncurrent assets and
noncurrent liabilities 288 (10,226)
----------- -----------
Net cash used in
investing
activities $ (33,803) $ (38,524)
=========== ===========
Financing activities:
Proceeds from
long-term debt $ 11,480 $ 103,238
Payment of long-
term debt (1,827) (70,493)
Net change in revolving
credit agreements 4,500 (9,470)
----------- -----------
Net cash provided
by financing
activities $ 14,153 $ 23,275
=========== ===========
See notes to condensed consolidated financial statements.
</TABLE>
MAYFLOWER GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements
presented herein are prepared pursuant to the rules and regulations of
the Securities and Exchange Commission for interim financial
reporting. Certain information and footnote disclosures normally
included in annual financial statements prepared in accordance with
generally accepted accounting principles are condensed, incorporated
by reference or omitted, as allowed by the rules and regulations.
Management of the Company believes the interim financial statements
include all adjustments, including normal recurring adjustments,
necessary for a fair presentation of the financial condition and results of
operations for the interim periods presented. Reference is made to the
Notes to Consolidated Financial Statements included in the Company's
1993 Annual Report on Form 10-K for a summary of significant
accounting policies and other information, the substance of which has
not changed materially as of September 30, 1994, unless otherwise
noted herein. Certain amounts within the 1993 Condensed Consolidated
Financial Statements are reclassified to conform with the 1994
presentation.
2. OPERATING PROFIT
Operating profit by segment is as follows (dollars in thousands):
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1994 1993 1994 1993
-------------------- -------------------
<S> <C> <C> <C> <C>
Contract Services $(7,084) $(6,576) $ 4,382 $ 5,562
Transit 7,247 8,530 7,177 6,710
Corporate Expenses (172) (154) (603) (579)
------- ------- ------- -------
$ (9) $ 1,800 $10,956 $11,693
======= ======= ======= =======
</TABLE>
3. COMMITMENTS AND CONTINGENCIES
Contract Services and Transit are involved from time to time in
various actions that are incidental to the ordinary course of their
businesses, including property damage and personal injury claims.
Management believes that the disposition of these matters will not have
a material adverse effect on the financial position of the Company.
4. PROVISION FOR FEDERAL INCOME TAXES
In accordance with SFAS No. 109 ("Accounting for Income
Taxes"), the Company recorded an additional federal income tax
provision of $405,000 during the three month period ended September
30, 1993 to reflect the impact the higher federal income tax rate had on
its net deferred federal income tax liability.
5. EXTRAORDINARY LOSS
In May 1993, the Company refinanced its primary debt facilities. This
refinancing resulted in the write-off of $549,000 of deferred debt costs, net
of tax, which has been accounted for as an extraordinary loss.
6. AMENDMENT TO ARTICLES OF INCORPORATION
At the Company's annual meeting of shareholders in April 1994, upon
the recommendation of the Board of Directors, the shareholders of the
Company amended the Corporation's Articles of Incorporation (Articles).
The amendment: (1) eliminated the prohibition on the issuance of classes
of capital stock without voting rights, (2) authorized a separate and single
class of 5,000,000 shares of preferred stock issuable in series, and (3)
granted the Board of Directors the authority to determine and state the
designations and relative preferences, limitations, voting rights, if any, and
other rights of each such series by filing an amendment to the Articles. All
shares of preferred stock of the same series must be identical with each
other in all respects. As of the date of the filing of this Form 10-Q, no
preferred stock has been issued.
7. STOCK PLANS
1994 Restricted Stock Plan - At the Company's annual meeting of
shareholders in April 1994, the shareholders of the Company also
approved the Board of Directors' (Board) decision to establish the 1994
Restricted Stock Plan (Plan). The Plan authorizes the Company to issue
500,000 shares of restricted common stock, no par value, to officers and
other key employees of the Company and its subsidiaries. The
Compensation Committee (Committee) of the Board will determine the
individuals to whom shares will be granted and will determine the terms of
the grants, including the number of shares to be awarded, the required
holding period before restrictions on transferability lapse, and other
restrictions the Committee deems advisable. Grantees of shares under the
Plan shall be entitled to exercise full voting rights and receive all dividends
and other distributions paid with respect to those shares. As of the date of
the filing of this Form 10-Q, no shares have been granted under the Plan.
Stock Option Plans - At the Company's annual meeting of
shareholders in April 1994, the shareholders of the Company also
approved an amendment to one of the Company's stock option plans. The
amendment increases the number of shares of common stock issuable
under the option plans to 560,000 shares. Concurrent with this approval,
the Committee granted to directors of the Company and certain officers
and key employees of the Company and its subsidiaries options to acquire
152,000 shares of common stock at an exercise price of $8.625 per share.
8. AMENDED FINANCING AGREEMENTS
In June 1994, the Company amended the financing agreement used by
Contract Services to finance the acquisition of new school buses. The
amended financing agreement, which now extends through December
1995, provides an additional $15 million borrowing capacity and slightly
reduced interest rates. In September 1994, the Company amended its
revolving credit facility. The amended facility provides an additional $5
million borrowing capacity through November 1994 and slightly reduced
interest rates.
9. INVESTMENT BANKING FIRM RETAINED
The Company's Board of Directors has retained an investment banking
firm to explore alternatives to enhance shareholder value. These
alternatives may include the possibility of a sale, a spin-off to shareholders
of one or both of the Company's principal subsidiaries, or a combination
with one or more businesses complementary to the Company's existing
operations. No decision has been made as to whether, when, or in what
form a transaction will take place.
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1994, COMPARED WITH THREE MONTHS ENDED
SEPTEMBER 30, 1993
Operating revenues for the third quarter ended September 30,
1994, were $192.8 million, an increase of 6.6% over last year. Net
loss for the three months ended September 30, 1994, was $1.4 million,
or $.11 per share, compared to a loss of $379,000, or $.03 per share, for
the same period in 1993. Operating results for the 1994 third quarter
were at break-even compared to a profit of $1.8 million in 1993.
Contract Services
Contract Services' operating revenues for the three months ended
September 30, 1994, were $51.8 million versus $42.2 million for the
same period in 1993, an increase of 22.7%. Public Transportation
revenues increased $6.1 million, or 34%, to $24.1 million primarily
due to continued expansion of this business. School transportation
revenues increased $3.5 million, or 14.3%, to $27.7 million principally
as a result of new contracts and price increases on existing contracts.
Operating loss for the three months ended September 30, 1994,
was $7.1 million, an increase of $500,000 from the same period in
1993. Due to the seasonal nature of the School Transportation division
revenues, operating losses are normally experienced in the third
quarter. School Transportation division operating margin for the third
quarter of 1994 was a loss of $4.7 million, flat in comparison to the
same period in 1993. Public Transportation division gross margin
decreased approximately $600,000 from the 1993 level to $320,000 in
1994. General and administrative expenses were $160,000 less than
1993, offsetting some of this decline.
Net growth produced operating margin increases of approximately
$200,000 for the Public Transportation division. However, higher
wage and related costs as well as unanticipated costs on a new contract
more than offset profits from this growth.
Higher vehicle repairs and maintenance costs and an increase in
the provision for self-insured claims offset School Transportation
division profits from net new business.
Transit
Transit's operating revenues for the three months ended September
30, 1994, increased $2.4 million, or 1.7%, to $141 million. Operating
profits for the 1994 third quarter were $7.2 million, a decline of $1.3
million from the same period in 1993. Both of Transit's key operating
divisions, Household Goods and Special Transportation Services, as
well as the Company's insurance operations, posted declines in
operating gross margins for the third quarter. Partially offsetting these
declines were reduced general and administrative expenses.
Household Goods' revenues for the third quarter of 1994 were
$103.2 million compared to $103.6 million in 1993. Revenues from
Transit's Moving and Storage business, a component of the Household
Goods division, increased $2.8 million to $13.6 million primarily due to
business growth in the East and Southeast sectors, the start-up of a new
agency in Los Angeles, and the acquisition of an agency located in
Philadelphia. However, revenue from other Household Goods business
declined to $89.6 million, a decrease of $3.3 million, or 3.6%, from the
1993 third quarter. The $3.3 million decline in other Household Goods
revenues is primarily due to a drop of 9.5% in shipments, offset
somewhat by a 6.5% improvement in average per shipment revenue.
Shortages in our hauling fleets as well as an industry wide decline in
1994 of military and government business resulted in an overall
reduction in the number of shipments. The improvement in the average
revenue earned per shipment is due to both a 6% general tariff increase
effective March 28, 1994, and the shift from smaller government and
military shipments to larger C.O.D. and corporate account shipments.
Third quarter 1994 operating revenues for the Special
Transportation Services (STS) division were $33.2 million compared to
$31.1 million in 1993. STS's Electronics and Trade Show business
contributed $1.1 million of the increased revenue, principally due to an
increase of 5.3% in the average price per shipment. International
business, a component of the STS division, and other revenues also
increased during the third quarter of 1994.
Operating profits for the third quarter ended September 30, 1994,
were $7.2 million, or $1.3 million less than the prior year period.
While increased revenues in Moving & Storage operations produced
operating gross margin increases of $450,000, lower shipment volume,
as well as higher net cargo and delay claims, reduced total Household
Goods' operating margin by approximately $1 million for the quarter.
Transit's STS division operating margins were also lower for the
quarter. Higher hauling, salaries, and other operating costs reduced
STS operating margin by $1.2 million. Transit's insurance operations
also experienced higher claims costs for the quarter, reducing operating
profits by $300,000. General and administrative expenses during the
third quarter decreased $1.0 million compared to the same period in
1993. Transit is continuing to experience favorable results from cost
containment programs and organizational changes implemented in the
latter part of 1993.
Interest Income and Interest Expense
Interest income for the three months ended September 30, 1994,
was $304,000 compared to $850,000 for the same period in 1993. This
decrease is primarily a result of a change in the financing arrangements
for Transit's equipment sales and financing subsidiary. In December
1993, this subsidiary began selling installment notes receivable
recorded from sales of equipment by this subsidiary to various financial
institutions. Previously, these notes receivable were financed directly
by the Company resulting in the recording of interest income.
Beginning in 1994, the positive interest margin is recorded as a
component of operating profit.
Interest expense for the three months ended September 30, 1994,
was $2.4 million, a decrease of $140,000 from the comparable period in
1993. The reduction in interest expense due to the change in financing
arrangements of Transit's equipment sales and financing summary is
partially offset by increased borrowings by Contract Services for new
bus acquisitions in the latter part of 1993.
NINE MONTHS ENDED SEPTEMBER 30, 1994, COMPARED WITH NINE MONTHS ENDED
SEPTEMBER 30, 1993
Operating revenues for the nine months ended September 30, 1994,
totaled $546.8 million, an increase of $44.5 million, or 8.9%, over the
first nine months in 1993. Net income for the nine month period ended
September 30, 1994, was $3 million, or $.24 per share, compared to
$3.3 million, or $.26 per share, for the same period in 1993. The 1993
results include an extraordinary charge of $549,000, or $.04 per share,
for the early retirement of debt. Operating profits for this nine month
period declined to $11 million from $11.7 million in 1993.
Contract Services
Contract Services' operating revenues for the nine months ended
September 30, 1994, were $194.0 million, up from $166.6 million for
the same period in 1993, an increase of 16.5%. Public Transportation
revenues increased $21 million, or 42.5%, to $70.4 million primarily
due to continued expansion of this business. Revenues from School
Transportation business increased $6.5 million, or 5.6%, to $123.7
million, largely as a result of improved pricing on new contracts as
compared to previous arrangements.
Operating profit for the nine months ended September 30, 1994,
was $4.4 million, a decrease of $1.2 million from the same period in
1993. Both Public Transportation and School Transportation operating
margins decreased by approximately $640,000 each. General and
administrative expenses were flat with 1993.
Continued net new business growth in the Public Transportation
division and a lower provision for self-insured claims contributed
approximately $1,000,000 to operating margins. However, difficulties
in two major operations, increased vehicle maintenance expenses, and
increased wages offset these favorable items.
The operating margin decrease of $640,000 from School
Transportation business was due primarily to an increase in the
provision for self-insured claims as well as higher vehicle repair and
driver related costs. Profits from net new contracts and reduced fuel
costs offset a portion of the decrease.
Transit
Transit's operating revenues for the nine months ended September
30, 1994, increased by $17 million, or 5.1%, to $352.8 million.
Operating profits for the nine month period increased about $500,000
to $7.2 million over 1993.
Household Goods' revenues for the first nine months of 1994 were
$242 million compared to $232.5 million in the prior year. Revenues
from Transit's Moving and Storage business, a component of the
Household Goods division, increased $7.7 million to $34.1 million
primarily as a result of an overall increase in business, the start-up of a
new agency in Los Angeles, and the acquisition of an existing agency
located in Philadelphia. Also, revenues from other Household Goods
business increased slightly by $1.8 million to $207.8 million. While the
number of shipments in other Household Goods business declined from
the prior year, a 6.8% increase in the average price earned per shipment
more than offset this volume decrease. The improvement in the average
revenue earned per shipment is due to both the 6% general tariff
increase effective March 28, 1994, and the shift from smaller
government and military shipments to larger C.O.D. and corporate
account shipments. Shortages in our hauling fleets, as well as an
industry wide decline in 1994 of military and government business
resulted in an overall reduction in the number of shipments.
Revenues for the first nine months of 1994 for the Special
Transportation Services (STS) division were $96.5 million compared to
$89.7 million for the same period in 1993, an increase of $6.8 million,
or 7.6%. STS's Electronics and Trade Show business contributed $3.9
million of the increased revenue in the first nine months of 1994
primarily due to an increase in the number of shipments. International
business increased $2.9 million while other revenues remained flat.
Operating profits for the nine months ended September 30, 1994,
were $7.2 million, compared to $6.7 million in the same period last
year. The East and Southeast sectors of the Moving and Storage
operations contributed improved operating margins of $700,000 while
other Household Goods business margins were flat. Operating margins
for the STS division were $1.5 million below 1993 levels primarily due
to higher hauling, salaries, and other operating expenses. Higher claims
costs in Transit's Insurance operations also reduced operating profits by
$450,000. General and administrative expenses in 1994 declined by
$1.0 million compared to the same period in 1993. Transit is
continuing to experience favorable results from cost containment
programs and organizational changes implemented in the latter part of
1993. As described below, operating profit was favorably affected due
to a change in financing arrangements.
Interest Income and Interest Expense
Interest income for the nine months ended September 30, 1994,
was $800,000 compared to $2.0 million for the same period in 1993, a
decrease of $1.2 million. This decrease is primarily a result of a change
in financing arrangements of Transit's equipment sales and financing
subsidiary. In December 1993, this subsidiary began selling installment
notes receivable recorded from sales of equipment by this subsidiary to
various financial institutions. Previously, these notes receivable were
financed directly by the Company resulting in the recording of interest
income. Beginning in 1994, the positive interest margin is recorded as
a component of operating profit.
Interest expense for the nine months ended September 30, 1994,
was approximately the same when compared to the same period in
1993. There was an $800,000 increase due to new Contract Services
debt incurred in September 1993 for the purchase of new buses.
Offsetting most of this increase was a reduction in interest expense due
to the change in the financing arrangements of Transit's equipment sales
and financing subsidiary as explained earlier.
Seasonality
Peak business levels for Contract Services occur during the
traditional school months of September through May. For example,
during 1993 approximately 86% of Contract Services' School
Transportation revenues were generated during these nine months.
At Transit, proportionately more household goods moves occur
during the summer months. During 1993, for example, approximately
45% of the Household Goods division's revenues were generated during
the months of June through September.
Due to the seasonal impact of revenue being generated by each of
the Company's two operating subsidiaries as discussed above, the
Company historically realizes higher net income in the second and
fourth quarters than in the first and third quarters of the year.
Liquidity and Capital Resources
Total cash decreased by $4.8 million from December 31, 1993, to
September 30, 1994. Operating activities contributed $14.9 million and
financing activities provided $14.1 million during the nine month
period. This was offset by the use of cash in investing activities of
$33.8 million.
The $14.9 million in cash provided by operations was primarily
due to $19.7 million provided by net income, after adding back items
not affecting cash. Net cash of $4.8 million was used for working
capital purposes. Cash was used to finance the increase of $24.1
million in accounts receivable resulting from the Company's revenue
growth and the seasonal impact on Transit's receivables. Offsetting
these uses of cash, other accrued expenses have increased $9.6 million
during the nine month period due to increased liabilities on accrued
unbilled accounts receivable and accrued payroll. In addition, trade
accounts payable have increased $6.4 million during the nine months
due to increased business.
For the nine months ended September 30, 1994, the Company used
$33.8 million, net, for investing activities. The Company used $34.5
million for the purchase of property and equipment, primarily the
purchase of school buses by Contract Services and, to a lesser extent,
trailers by Transit.
The Company has working capital of $37.7 million at September
30, 1994, which is $1.5 million less than the working capital at
December 31, 1993. This decrease is primarily due to increased short-
term borrowings of $4.5 million. The Company has a $20 million
revolving credit facility available to meet working capital needs of
which $4.5 million was used at September 30, 1994. Total debt at
September 30, 1994, was $111.9 million compared to $97.7 million at
December 31, 1993, representing a $14.2 million increase in total debt
during the nine months ended September 30, 1994. During the first
nine months, the Company received $9.7 million, net of payments, from
its bus financing facility to acquire new buses at Contract Services.
At September 30, 1994, the Company has committed to
approximately $5 million in capital expenditures for the fourth quarter
of 1994 for 125 school and public transit buses to be used by Contract
Services. In acquiring these assets, the Company will consider various
available leasing alternatives or utilize funds available under existing
financing arrangements.
The Company believes cash flow from operations combined with
existing financing arrangements will be more than adequate to fund
short and long-term cash requirements.
PART II-OTHER INFORMATION.
ITEM 5. OTHER INFORMATION.
On November 10, 1994, Perry J. Lewis resigned from the Board of
Directors of the Registrant and its subsidiaries, Mayflower Transit, Inc.
and Mayflower Contract Services, Inc. The resignation of Mr. Lewis
was effective immediately. In his letter of resignation, Mr. Lewis cited
personal reasons for his resignation. The resignation was not attributed
to a disagreement with the Registrant or any matter relating to the
Registrant's operations, policies, or practices.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits. The following exhibit is filed as a part of this Quarterly
Report on Form 10-Q:
Exhibit Page in
Number Exhibit this filing
11 Computation of Earnings Per Share E-1
27 Financial Data Schedule E-2
(b) Reports on Form 8-K.
The Company filed no reports on Form 8-K during the quarter.
SIGNATURE
The registrant has duly caused this report to be signed on its behalf by
the undersigned duly authorized.
MAYFLOWER GROUP, INC.
Date: November 14, 1994 By: /s/ Ronald W. Martin
- - - - - ------------------------- ---------------------------
Ronald W. Martin, Vice President-
Finance and Chief Accounting
Officer
<TABLE>
EXHIBIT 11
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 1994 AND 1993
(In thousands, except per share data):
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1994 1993 1994 1993
------------------- ------------------
<S> <C> <C> <C> <C>
Primary: (1)
Average shares
outstanding 12,663 12,650 12,663 12,647
Net effect of options
to purchase common
stock - based on the
treasury stock
method using
estimated market
price 120 92 92 78
------ ------ ------ ------
12,783 12,742 12,755 12,725
======= ======= ======= =======
Net Income (Loss) $(1,382) $ (379) $ 3,013 $ 3,345
======= ======= ======= =======
Earnings (Loss)
Per Share $ (0.11) $ (0.03) $ 0.24 $ 0.26
======= ======= ======= =======
(1) Fully diluted earnings per share do not differ from primary earnings per
share.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> $ 1,333
<SECURITIES> $ 0
<RECEIVABLES> $ 131,198
<ALLOWANCES> $ 6,495
<INVENTORY> $ 6,489
<CURRENT-ASSETS> $ 155,025
<PP&E> $ 176,116
<DEPRECIATION> $ 42,683
<TOTAL-ASSETS> $ 356,559
<CURRENT-LIABILITIES> $ 117,299
<BONDS> $ 102,679
<COMMON> $ 73,914
$ 0
$ 0
<OTHER-SE> $ 11,819
<TOTAL-LIABILITY-AND-EQUITY> $ 356,559
<SALES> $ 0
<TOTAL-REVENUES> $ 546,831
<CGS> $ 0
<TOTAL-COSTS> $ 535,875
<OTHER-EXPENSES> $ 123
<LOSS-PROVISION> $ 3,767
<INTEREST-EXPENSE> $ 6,035
<INCOME-PRETAX> $ 4,798
<INCOME-TAX> $ 1,785
<INCOME-CONTINUING> $ 3,013
<DISCONTINUED> $ 0
<EXTRAORDINARY> $ 0
<CHANGES> $ 0
<NET-INCOME> $ 3,013
<EPS-PRIMARY> $ 0.24
<EPS-DILUTED> $ 0.24
</TABLE>
