SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-4095
THOMAS NELSON, INC.
(Exact name of Registrant as specified in its charter)
Tennessee 62-0679364
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification numer)
501 Nelson Place, Nashville, Tennessee 37214-1000
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 889-9000
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
At November 9, 1999, the Registrant had outstanding 13,133,976
shares of Common Stock and 1,096,619 shares of Class B Common
Stock.
PART I
Item 1. Financial Statements
<TABLE>
THOMAS NELSON, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<CAPTION>
September 30, March 31, September 30,
1999 1999 1998
------------- ------------ -------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 2,860 $ 609 $ 1,978
Accounts receivable, less
allowances of $6,914,
$6,982 and $6,988,
respectively 82,414 77,298 81,888
Inventories 66,272 65,805 75,504
Prepaid expenses 12,527 12,656 11,383
Deferred tax assets 6,715 6,715 3,276
------------- ------------ -------------
Total current assets 170,788 163,083 174,029
Property, plant and
equipment, net 24,709 25,557 30,051
Other assets 9,016 10,260 9,987
Deferred charges 1,592 1,421 2,086
Goodwill 58,321 55,009 55,783
------------- ------------ -------------
TOTAL ASSETS $ 264,426 $ 255,330 $ 271,936
============== ============ =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 19,097 $ 16,355 $ 17,054
Accrued expenses 15,233 19,720 20,128
Dividends payable 569 576 590
Income taxes currently payable 2,509 2,793 2,763
Current portion of long-term debt
& capital lease obligations 2,441 4,845 3,853
------------- ------------ -------------
Total current liabilities 39,849 44,289 44,388
Long-term debt 90,066 79,542 95,039
Capital lease obligations - - 6
Deferred tax liabilities 4,432 4,432 3,364
Other liabilities 1,502 1,418 988
Shareholders' equity
Preferred stock, $1.00 par value,
authorized 1,000,000 shares;
none issued - - -
Common stock, $1.00 par value,
authorized 20,000,000 shares;
issued 13,133,976, 13,286,860
and 13,653,090 shares,
respectively 13,134 13,287 13,653
Class B common stock, $1.00 par
value, authorized 5,000,000
shares; issued 1,096,619,
1,103,524 and 1,106,324 shares,
respectively 1,097 1,104 1,106
Additional paid-in capital 43,126 44,537 48,724
Retained earnings 71,220 66,721 64,668
------------- ------------ -------------
Total shareholders' equity 128,577 125,649 128,151
------------- ------------ -------------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 264,426 $ 255,330 $ 271,936
============= ============= =============
See Accompanying Notes
</TABLE>
<TABLE>
THOMAS NELSON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
<CAPTION>
Six Months Ended Three Months Ended
September 30, September 30,
1999 1998 1999 1998
----------- ---------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
NET REVENUES $ 129,226 $126,439 $ 70,110 $ 70,445
COST AND EXPENSES:
Cost of goods sold 71,638 67,484 38,355 37,150
Selling, general and
administrative 45,075 46,430 23,271 24,274
Amortization of goodwill and
non-compete agreements 763 817 405 409
----------- ---------- ----------- -----------
Total expenses 117,476 114,731 62,031 61,833
----------- ---------- ----------- -----------
OPERATING INCOME 11,750 11,708 8,079 8,612
Other income (expense) 249 387 227 -
Interest expense 3,144 3,145 1,624 1,655
----------- ---------- ----------- -----------
Income before income taxes 8,855 8,950 6,682 6,957
Provision for income taxes 3,223 3,311 2,430 2,574
----------- ---------- ----------- -----------
NET INCOME $ 5,632 $ 5,639 $ 4,252 $ 4,383
=========== =========== =========== ===========
Weighted average number
of shares outstanding:
Basic 14,253 15,886 14,227 15,055
=========== =========== =========== ===========
Diluted 14,258 19,160 14,230 18,307
=========== =========== =========== ===========
NET INCOME PER SHARE:
Basic $ 0.40 $ .0.35 $ 0.30 $ 0.29
=========== =========== =========== ===========
Diluted $ 0.40 $ 0.35 $ 0.30 $ 0.27
=========== =========== =========== ===========
DIVIDENDS DECLARED PER
SHARE $ 0.08 $ 0.08 $ 0.04 $ 0.04
=========== =========== =========== ===========
See Accompanying Notes
</TABLE>
<TABLE>
THOMAS NELSON, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<CAPTION>
Six Months Ended September 30,
--------------------------------
1999 1998
------------- --------------
(Unaudited) (Unaudited)
<S> <C> <C>
CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES:
Net income $ 5,632 $ 5,639
Adjustments to reconcile net income to net
cash provided by (used in) operations:
Depreciation and amortization 4,073 4,422
Changes in assets and liabilities, net of
acquisitions and disposals:
Accounts receivable, net ( 4,084) ( 16,473)
Inventories 1,886 ( 4,914)
Prepaid expenses 347 ( 3,206)
Accounts payable and accrued expenses ( 5,966) 562
Income taxes currently payable and
deferred ( 284) ( 1,523)
-------------- --------------
Net cash provided by (used in)
continuing operations 1,604 ( 15,493)
-------------- --------------
Discontinued operations:
Changes in discontinued assets 33 ( 1,349)
-------------- --------------
Net cash provided by (used in) discontinued
operations 33 ( 1,349)
-------------- --------------
Net cash provided by (used in)
operating activities 1,637 ( 16,842)
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ( 578) ( 1,384)
Proceeds from sales of property, plant
and equipment 421 1,408
Purchase of net assets of acquired companies -
net of cash received ( 4,069) -
Changes in other assets and deferred
charges ( 653) ( 2,083)
-------------- --------------
Net cash used in investing activities ( 4,879) ( 2,059)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under line of credit 14,150 20,500
Payments under capital lease obligation ( 11) ( 131)
Payments on long-term debt ( 6,019) ( 5,006)
Dividends paid ( 1,140) ( 1,290)
Proceeds from issuance of common stock 1 47
Common stock repurchased and retired ( 1,649) ( 32,757)
Other financing activities 161 ( 197)
-------------- --------------
Net cash provided by (used in)
financing activities 5,493 ( 18,834)
-------------- --------------
Net increase (decrease) in cash
and cash equivalents 2,251 ( 37,735)
Cash and cash equivalents at beginning
of period 609 39,713
-------------- --------------
Cash and cash equivalents at end of period $ 2,860 $ 1,978
============== ==============
Supplemental disclosures of non-cash
investing and financing activities:
Dividends accrued and unpaid $ 569 $ 590
</TABLE>
THOMAS NELSON, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A - Basis of Presentation
The accompanying unaudited consolidated
financial statements reflect all adjustments
(which are of a normal recurring nature) that
are, in the opinion of management, necessary for
a fair statement of the results for the interim
periods presented. Certain information and
footnote disclosures normally included in
financial statements prepared in accordance with
generally accepted accounting principles have
been omitted pursuant to SEC rules and
regulations. The statements should be read in
conjunction with the Summary of Significant
Accounting Policies and notes to the consolidated
financial statements included in the Company's
annual report for the year ended March 31, 1999.
The balance sheet and related information in
these notes as of March 31, 1999 have been taken
from the audited consolidated financial
statements as of that date. Certain
reclassifications have been made to conform
presentation of the fiscal 1999 financial
statements with fiscal 2000 presentation.
Note B - New Pronouncements
Reporting on the Costs of Start-Up Activities:
Effective April 1, 1999, the Company adopted
Statement of Position 98-5, "Reporting on
the Costs of Start-up Activities" ("SOP 98-
5"). SOP 98-5 requires the costs of start-up
activities and organization costs, as defined, to
be expensed as incurred. The adoption of this
pronouncement has not had a material impact on
the Company's results of operations, financial
condition or cash flows.
Note C - Inventories
Components of inventories consisted of the following (in thousands):
<TABLE>
<CAPTION>
September 30, March 31, September 30,
1999 1999 1998
---------- ---------- ----------
<S> (C> <C> <C>
Finished goods $ 58,761 $ 56,610 $ 62,702
Raw materials and work
in process 7,511 9,195 12,802
----------- ----------- -----------
$ 66,272 $ 65,805 $ 75,504
=========== =========== ===========
</TABLE>
Note D - Cash Dividend
On May 20, 1999, the Company's board of
directors declared a cash dividend of $.04 per
share of Common and Class B Common Stock. The
dividend was paid August 16, 1999, to
shareholders of record on August 2, 1999.
On August 19, 1999, the Company's board of
directors declared a cash dividend of $.04 per
share of Common and Class B Common Stock. The
dividend is payable November 15, 1999 to
shareholders of record on November 1, 1999.
Note E - Operating Segments
The Company adopted SFAS No. 131, "Disclosure
About Segments of an Enterprise and Related
Information," at March 31, 1999, which changes
the way the Company reports information about its
operating segments. The Company is organized and
managed based upon its products.
The Company has two reportable business
segments, identified as publishing and gift. The
publishing segment primarily creates and markets
Bibles, inspirational books and videos. The gift
segment primarily designs and markets stationery
items including albums, journals, etc.
Summarized financial information concerning
the Company's reportable segments is shown in the
following table. The "Other" column includes
corporate related items not allocated to
reportable segments (in thousands).
<TABLE>
<CAPTION>
Three Months Ended Publishing Gift Other Total
- ------------------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
September 30, 1999:
Revenues $ 41,141 $ 28,969 $ - $ 70,110
Operating income 4,073 4,006 - 8,079
Identifiable assets 126,675 72,715 65,036 264,426
September 30, 1998:
Revenues $ 41,663 $ 28,782 $ - $ 70,445
Operating income 5,372 3,240 - 8,612
Identifiable assets 135,320 76,577 60,039 271,936
</TABLE>
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations
OVERVIEW
The following table sets forth for the
periods indicated certain selected statements of
operations data of the Company expressed as a
percentage of net revenues and the percentage
change in dollars in such data from the prior
fiscal year.
<TABLE>
<CAPTION>
Six Months Ended Fiscal
September 30, Year-to-Year
-------- -------- Increase
1999 1998 (Decrease)
-------- -------- ----------
(%) (%) (%)
<S> <C> <C> <C>
Net revenues
Publishing 62.3 58.1 9.7
Gift 37.7 41.9 (8.2)
------- -------
Total net revenues 100.0 100.0 2.2
------- -------
Expenses
Cost of goods sold 55.4 53.4 6.2
Selling, general and
administrative 34.9 36.7 (2.9)
Amortization of goodwill
and non-compete agreements 0.6 0.6 (6.6)
------- -------
Total expenses 90.9 90.7 2.4
-------- -------
Operating income 9.1 9.3 0.4
======== =======
Net income 4.4 4.5 (0.1)
======== =======
</TABLE>
The Company's net revenues fluctuate seasonal-
ly, with net revenues in the first fiscal quarter
historically being lower than those for the
remainder of the year. This seasonality is
the result of increased consumer purchases of
the Company's products during the traditional
holiday periods. In addition, the Company's
quarterly operating results may fluctuate
significantly due to the seasonality of new
product introductions, the timing of selling and
marketing expenses and changes in sales and
product mixes.
This Form 10-Q contains certain forward-
looking statements within the meaning of the
federal securities laws, which are intended to
be covered by the safe harbors created thereby.
Those statements include any statement other
than with respect to historical fact, but may
not be limited to, the discussions of the
Company's operating and growth strategy,
including its development plans and possible
acquisitions. Investors are cautioned that all
forward-looking statements involve risks and
uncertainties. Actual results could differ
materially from those reflected by the forward-
looking statements and a number of factors may
affect future results, liquidity and capital
resources. These factors include softness in the
general retail environment, the timing of
products being introduced into the market, the
level of returns experienced by operating
divisions, the level of margins achievable in
the marketplace and the ability to minimize
operating expenses. Although the Company
believes it has the business strategy and
resources needed for improved operations,
future revenue and margin trends cannot be
reliably predicted and may cause the Company to
adjust its business strategy during the
remainder of fiscal 2000. The Company disclaims
any intent or obligation to update forward-
looking statements.
Results of Operations
Net revenues for the first six months of fiscal
2000 increased $2.8 million, or 2.2%, and for the
second quarter decreased $300,000, or 0.5%, over
the same periods in fiscal 1999. The publishing
product net revenues for the first six months
increased $7.1 million, or 9.7%, and for the
second quarter decreased $500,000, or 1.3%,
compared to the prior year. The variances for
both periods of fiscal 2000 were negatively
impacted by a somewhat higher than expected rate
of returned products on book titles published
last fiscal year. Net revenues for the first
six months were positively impacted by a book
from one of the Company's major authors being
released in the first quarter of fiscal 2000 with
no comparable release in the prior year period.
Net revenues from gift products for the first six
months decreased $4.3 million, or 8.2%, and for
the second quarter increased $200,000, or 0.7%,
compared to the prior year. The decreases were
primarily due to timing of special product
programs with mass merchandisers and the
temporary effect of the restructuring of the
gift sales force. In fiscal 1999, first
quarter revenues reflected a major program with
one of our larger mass merchants and there was
no comparable program in this year's
first quarter. Price increases did not have a
material effect on net revenues.
The Company's cost of goods sold increased for
the first six months of fiscal 2000 by $4.2
million, or 6.2%, and for the second quarter by
$1.2 million, or 3.2%, over the same periods in
fiscal 1999 and, as a percentage of net revenues,
increased to 55.4% for the first six months of
fiscal 2000 from 53.4% and for the second quarter
to 54.7% from 52.7% in the comparable periods
in fiscal 1999. The increase in cost of goods
sold, as a percentage of net revenues, for both
periods in fiscal 2000 resulted primarily from
greater sales this year, compared to last year,
of excess publishing inventory sold at or below
cost.
Selling, general and administrative expenses
for the first six months of fiscal 2000 decreased
by $1.4 million, or 2.9%, and for the second
quarter decreased $1.0 million, or 4.1%, from
the same periods in fiscal 1999. These expenses,
expressed as a percentage of net revenues,
decreased to 34.9% for the first six months of
fiscal 2000 versus 36.7% and for the second
quarter to 33.2% from 34.5% in the same periods
in fiscal 1999. These decreases for both periods
were attributable to various cost saving
initiatives throughout the Company. However,
the Company believes that the selling, general
and administrative expenses, as a percentage of
revenues, for the full year of fiscal 2000 will
be comparable to that for fiscal 1999.
Interest expense for the first six months and
the second quarter of fiscal 2000 was relatively
unchanged when compared to the same period in
fiscal 1999.
Liquidity and Capital Resources
At September 30, 1999, the Company had $2.9
million in cash and cash equivalents. The
primary sources of liquidity to meet the
Company's future obligations and working capital
needs are cash generated from operations and
borrowings available under bank credit
facilities. At September 30, 1999, the Company
had working capital of $130.9 million.
On June 10, 1998, the Company announced its
intention to repurchase up to three million
shares of common stock and/or Class B common
stock from time to time in the open market or
through privately negotiated transactions.
As of September 30, 1999, the Company had
repurchased approximately 2.9 million
shares of common stock at an aggregate cost
to the Company of $39.2 million.
Net cash provided by (used in) operating
activities was $1.6 million and ($16.8) million
for the first six months of fiscal 2000 and 1999,
respectively. Cash provided by operations
during the first six months of fiscal 2000 was
principally attributable to a decrease in
inventories. Cash used in operations during
the first six months of fiscal 1999 was
principally attributable to an increase in
accounts receivable.
During the first six months of fiscal 2000,
capital expenditures totaled approximately
$600,000. During the remainder of fiscal 2000,
the Company anticipates capital expenditures of
approximately $1.7 million primarily consisting
of computer and warehousing equipment.
The Company's bank credit facilities are
unsecured and consist of a $100 million credit
facility and a $10 million credit facility
(collectively, the "Credit Agreements"). The
$100 million credit facility bears interest at
either the prime rate or, at the Company's
option, LIBOR plus a percentage, subject to
adjustment based on certain financial ratios,
and matures on December 13, 2005. The $10
million credit facility bears interest at
LIBOR plus a percentage, subject to adjustment
based on certain financial ratios, and matures
on July 31, 2001. At September 30, 1999, the
Company had $71 million outstanding under the
Credit Agreements, and $39 million available
for borrowing. Due to the seasonality of the
Company's business, borrowings under the Credit
Agreements typically peak during the third
quarter of the fiscal year.
At September 30, 1999, the Company had
outstanding approximately $18.6 million of
unsecured senior notes ("Senior Notes").
The Senior Notes bear interest at rates from
6.68% to 8.31% due through fiscal 2006.
Under the terms of the Credit Agreements and
the Senior Notes, the Company has agreed to limit
the payment of dividends and to maintain certain
interest coverage and debt-to-total-capital
ratios which are similarly calculated for each
debt agreement. At September 30, 1999, the
Company was in compliance with all
covenants of these debt agreements, as amended.
Management believes cash generated by
operations and borrowings available under the
Credit Agreements will be sufficient to fund
anticipated working capital requirements for
existing operations through the remainder of
fiscal 2000.
On November 8, 1999, the Company announced
that it had exercised options for the purchase
of approximately 60% of the outstanding shares
of New Life Treatment Centers, Inc. from a
group of investors at an approximate purchase
price of $13 million. The transaction, which is
subject to approval under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and the
negotiation of a definitive purchase agreement
prior to closing, is expected to close during
the company's third fiscal quarter ending
December 31, 1999. The Company anticipates
funding the purchase through borrowings under
the Credit Agreements.
Quantitative and Qualitative Disclosures about
Market Risk
There have been no material changes in the
Company's investment strategies, types of
financial instruments held or the risks
associated with such instruments which would
materially alter the market risk disclosures
made in the Company's Annual Report on Form 10-K
for the year ended March 31, 1999.
Year 2000 Conversion
The Company has established a task force to
coordinate the assessment and implementation of
changes to computer systems and applications
necessary to become year 2000 compliant. These
actions are necessary to ensure that the systems
and applications will recognize and process the
year 2000 and beyond with no material adverse
effect on customers or disruption to business
operations. The task force has also evaluated
non-systems issues, e.g. security, elevators,
timekeeping, etc., relative to the year 2000.
In addition, the task force has been actively
communicating with third parties, with whom the
Company has material relationships, concerning
the status of their year 2000 readiness. These
third parties include the Company's financial
institutions, as well as selected customers,
vendors, landlords and suppliers of
telecommunication services and other utilities.
As part of the process of attempting to mitigate
third-party risks, the task force is collecting
and analyzing information from these third
parties. To date, no third party has advised
the Company that it anticipates specific problems
regarding non-performance risk for the year 2000.
As of March 31, 1999, the Company had
completed all known programming revisions
required in its computer systems and has
completed initial testing of its systems for
receipt of electronic orders, customer
invoicing and other processes for transactions
dated in year 2000. The Company anticipates that
further compliance tests will include electronic
and other communications with appropriate
customers. The Company engaged consultants to
test that specific systems are year 2000
compliant, which tests have been completed. In
addition, the Company has also completed
remediation it identified as necessary
for its non-systems issues.
The effect of year 2000 non-compliance on the
business of the Company is difficult to predict.
The Company believes that possible risks if
compliance is not accomplished could include
delays in receiving and/or shipping of
products and in invoicing to and/or receiving
payments from customers in the days immediately
after January 1, 2000. The Company considers
that its primary risk relates to third parties
with whom the Company has material relationships,
and over which the Company has no control. At
this time, the Company does not believe its year
2000 risks will have a material adverse effect on
the Company's results of operations, liquidity
or financial condition.
The Company expensed approximately $10,000 in
costs during the first six months of fiscal 2000,
primarily for staff coordination related to being
year 2000 compliant, and expects to incur
additional costs of less than $50,000 for the
remainder of fiscal 2000. These fiscal 2000
costs will include costs for additional staff
coordination, and will be expensed as they are
incurred.
As of March 31, 1999, the task force had
completed a contingency plan to address
financial and operational problems that might
arise on and around January 1, 2000. This
contingency plan identifies alternate vendors
and back-up processes that do not rely on
computers, whenever possible. The following
areas have been addressed in the contingency
plan: purchasing, product development,
distribution, collections, royalties, marketing,
sales, facilities and telecommunications.
In the event that additional risks are
identified, particularly in communicating with
third parties, the task force will re-evaluate
the plan.
PART II
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits required by Item 601 of
Regulation S-K
Exhibit 11- Statement re Computation of
Per Share Earnings
Exhibit 27- Financial Data Schedule
(b) No Form 8-K was filed by the Company
during the quarter ended September 30, 1999.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its
behalf by the undersigned thereunto duly
authorized.
Thomas Nelson, Inc.
(Registrant)
November 15 , 1999 BY Joe L. Powers
- ------------------- ------------------------
Joe L. Powers
Executive Vice President
(Principal Financial and
Accounting Officer)
INDEX TO EXHIBITS
Exhibit
Number
- -------
11 -- Statement re Computation of Per
Share Earnings
27 -- Financial Data Schedule
(for SEC purposes only)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial
information from the Company's 10Q for the
period ended September 30, 1999 and is
qualified in its entirety by reference to such
financial statements and the notes thereto.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 2,860
<SECURITIES> 0
<RECEIVABLES> 89,328
<ALLOWANCES> 6,914
<INVENTORY> 66,272
<CURRENT-ASSETS> 170,788
<PP&E> 49,691
<DEPRECIATION> 24,982
<TOTAL-ASSETS> 264,426
<CURRENT-LIABILITIES> 39,849
<BONDS> 90,066
0
0
<COMMON> 14,231
<OTHER-SE> 114,346
<TOTAL-LIABILITY-AND-EQUITY> 264,426
<SALES> 127,560
<TOTAL-REVENUES> 129,226
<CGS> 71,638
<TOTAL-COSTS> 116,713
<OTHER-EXPENSES> 763
<LOSS-PROVISION> 905
<INTEREST-EXPENSE> 3,144
<INCOME-PRETAX> 8,855
<INCOME-TAX> 3,223
<INCOME-CONTINUING> 5,632
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,632
<EPS-BASIC> 0.40
<EPS-DILUTED> 0.40
</TABLE>
<TABLE>
EXHIBIT 11
STATEMENT RE-COMPUTATION OF PER SHARE EARNINGS
(Dollars in thousands, except per share data)
<CAPTION>
Six Months Ended Three Months Ended
September 30, September 30,
1999 1998 1999 1998
--------- --------- --------- ---------
(Unaudited)(Unaudited)(Unaudited)(Unaudited)
<S> <C> <C> <C> <C>
BASIC EARNINGS PER SHARE:
Weighted average shares
outstanding 14,253 15,886 14,227 15,055
======== ======== ======= =======
Net income $ 5,632 $ 5,639 $4,252 $4,383
======== ======== ======= =======
Income per share $ 0.40 $ 0.35 $ 0.30 $ 0.29
======== ======== ======= =======
DILUTED EARNINGS PER SHARE:
Weighted average shares
outstanding 14,253 15,886 14,227 15,055
Dilutive effect of common
stock options 5 76 3 80
Convertible notes - 3,198 - 3,172
-------- -------- ------- -------
Total shares 14,258 19,160 14,230 18,307
======== ======== ======= =======
Net income (F1) $ 5,632 $ 6,699 $ 4,252 $ 4,903
======== ======== ======== =======
Income per share per share $ 0.40 $ 0.35 $ 0.30 $ 0.27
======== ======== ======= =======
<F1> Adjusted for interest on convertible debt for 1998
</TABLE>
