SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 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 March 29, 1997
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 Number 1-8634
Temple-Inland Inc.
(Exact name of registrant as specified in its charter)
Delaware 75-1903917
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
303 South Temple Drive, Diboll, Texas 75941
(Address of principal executive offices) (Zip Code)
(409) 829-2211
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate 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 the 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:
Number of common shares outstanding
Class as of March 29, 1997
Common Stock (par
value $1.00 per share) 55,334,532
The Exhibit Index appears on page 20 of this report.
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<PAGE>2
PART I. FINANCIAL INFORMATION
FINANCIAL STATEMENTS
Summarized Statements of Income
Parent Company (Temple-Inland Inc.)
Unaudited
First Quarter
1997 1996
(in millions)
Revenues
Net sales $ 649.0 $ 670.4
Financial services earnings 29.5 24.7
678.5 695.1
Costs and Expenses
Cost of sales 567.1 533.1
Selling and administrative 62.7 64.1
629.8 597.2
Operating Income 48.7 97.9
Interest - net (27.8) (26.7)
Other .8 .2
Income Before Taxes 21.7 71.4
Taxes on income 8.5 25.0
Net Income $ 13.2 $ 46.4
See notes to consolidated financial statements.
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<PAGE>3
Summarized Balance Sheets
Parent Company (Temple-Inland Inc.)
Unaudited
March 29, December 28,
1997 1996
(in millions)
ASSETS
Current Assets
Cash $ 15 $ 14
Receivables, less allowances of
$9 million in 1997 and 1996 303 295
Inventories:
Work in process and finished goods 119 107
Raw materials 228 220
347 327
Prepaid expenses 18 13
Total current assets 683 649
Investment in Financial Services 608 592
Property and Equipment
Buildings 521 516
Machinery and equipment 3,599 3,576
Less allowances for depreciation and
amortization (1,938) (1,882)
2,182 2,210
Construction in progress 121 106
2,303 2,316
Timber and timberlands--
less depletion 527 503
Land 31 31
Total property and equipment 2,861 2,850
Other Assets 170 161
Total Assets $ 4,322 $ 4,252
See notes to consolidated financial statements.
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<PAGE>4
Summarized Balance Sheets - Continued
Parent Company (Temple-Inland Inc.)
Unaudited
March 29, December 28,
1997 1996
(in millions)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 129 $ 143
Accrued expenses 134 140
Employee compensation and benefits 17 28
Current portion of long-term debt 12 8
Total current liabilities 292 319
Long-Term Debt 1,636 1,522
Deferred Income Taxes 232 234
Postretirement Benefits 137 136
Other Liabilities 25 26
Shareholders' Equity 2,000 2,015
Total Liabilities and
Shareholders' Equity $ 4,322 $ 4,252
See notes to consolidated financial statements.
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<PAGE>5
Summarized Statements of Cash Flows
Parent Company (Temple-Inland Inc.)
Unaudited
First Quarter
1997 1996
(in millions)
Cash Provided by (Used for) Operations
Net income $ 13.2 $ 46.4
Adjustments to reconcile net income
to net cash:
Depreciation and depletion 63.1 60.8
Deferred taxes (2.9) (1.3)
Unremitted earnings of affiliates (17.9) (15.0)
Receivables (7.8) (19.6)
Inventories (19.6) (11.0)
Accounts payable and accrued expenses (31.1) (40.2)
Other (33.0) 5.7
(36.0) 25.8
Cash Provided by (Used for) Investments
Capital expenditures (51.9) (55.5)
Other (4.2) (2.5)
(56.1) (58.0)
Cash Provided by (Used for) Financing
Change in debt, net 118.7 55.9
Purchase of stock for treasury (11.2) (7.1)
Cash dividends paid to shareholders (17.8) (16.6)
Other 2.6 .3
92.3 32.5
Net increase in cash and
cash equivalents .2 .3
Cash and cash equivalents at beginning
of period 14.3 14.7
Cash and cash equivalents at end
of period $ 14.5 $ 15.0
See notes to consolidated financial statements.
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<PAGE>6
Summarized Statements of Income
Temple-Inland Financial Services
Unaudited
First Quarter
1997 1996
(in millions)
Interest income
Mortgage-backed and investment
securities $ 37.1 $ 49.7
Loans receivable and mortgage loans
held for sale 118.4 101.8
Other earning assets 5.0 5.7
Total interest income 160.5 157.2
Interest expense
Deposits 74.8 78.4
Borrowed funds 35.3 29.5
Total interest expense 110.1 107.9
Net interest income 50.4 49.3
Provision for loan losses (.7) 6.2
Net interest income after provision for
loan losses 51.1 43.1
Noninterest income
Loan servicing fees 14.5 13.7
Loan origination and marketing 6.8 6.6
Other 20.1 20.8
41.4 41.1
Noninterest expense
Compensation and benefits 27.3 25.2
Other 35.7 34.3
Total noninterest expense 63.0 59.5
Income before taxes 29.5 24.7
Taxes on income 11.6 9.7
Net Income $ 17.9 $ 15.0
See notes to consolidated financial statements.
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<PAGE>7
Summarized Balance Sheets
Temple-Inland Financial Services
Unaudited
March 31, December 31,
1997 1996
(in millions)
ASSETS
Cash and cash equivalents $ 121 $ 214
Mortgage loans held for sale 248 244
Loans receivable 5,921 5,414
Mortgage-backed and investment
securities 2,512 2,783
Other assets 680 680
TOTAL ASSETS $ 9,482 $ 9,335
LIABILITIES
Deposits $ 6,209 $ 6,263
Securities sold under repurchase
agreements 1,890 1,937
Federal Home Loan Bank advances 295 55
Other borrowings 122 133
Other liabilities 358 355
TOTAL LIABILITIES 8,874 8,743
SHAREHOLDER'S EQUITY 608 592
TOTAL LIABILITIES AND SHAREHOLDER'S
EQUITY $ 9,482 $ 9,335
See notes to consolidated financial statements.
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<PAGE> 8
Summarized Statements of Cash Flows
Temple-Inland Financial Services
Unaudited
First Quarter
1997 1996
(in millions)
Cash Provided by (Used for) Operations
Net income $ 17.9 $ 15.0
Adjustments to reconcile net income
to net cash:
Amortization, accretion and
depreciation 7.3 7.6
Provision for loan losses (.7) 6.2
Receivable from FDIC - 7.2
Mortgage loans held for sale (3.1) (76.4)
Collections and remittances on loans
serviced for others, net (22.0) (9.7)
Other 16.2 (35.5)
15.6 (85.6)
Cash Provided by (Used for) Investments
Purchases of securities
held-to-maturity (14.3) (.1)
Purchases of securities
available-for-sale - (1.7)
Maturities of securities
held-to-maturity 93.6 75.0
Maturities of securities
available-for-sale 14.8 21.3
Proceeds from sale of securities
available-for-sale 171.2 4.3
Loans originated or acquired - net of
principal collected on loans (536.0) (194.5)
Other 11.3 (14.8)
(259.4) (110.5)
Cash Provided by (Used for) Financing
Net decrease in deposits (53.6) (8.2)
Securities sold under repurchase agreements
and short-term borrowings - net (46.8) 227.2
Change in debt, net 228.5 (89.3)
Net increase in advances from borrowers
for taxes and insurance 22.6 18.2
150.7 147.9
Net decrease in cash and cash
equivalents (93.1) (48.2)
Cash and cash equivalents at
beginning of period 214.4 343.1
Cash and cash equivalents at
end of period $ 121.3 $ 294.9
See notes to consolidated financial statements.
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<PAGE>9
Consolidated Statements of Income
Temple-Inland Inc. and Subsidiaries
Unaudited
First Quarter
1997 1996
(in millions)
Revenues
Manufacturing net sales $ 649.0 $ 670.4
Financial services revenues 201.9 198.3
850.9 868.7
Costs and Expenses
Manufacturing costs and expenses 629.8 597.2
Financial services expenses 172.4 173.6
802.2 770.8
Operating Income 48.7 97.9
Parent company interest - net (27.8) (26.7)
Other .8 .2
Income Before Taxes 21.7 71.4
Taxes on income 8.5 25.0
Net Income $ 13.2 $ 46.4
Earnings per share $ .24 $ .84
Dividends Paid Per Share of Common Stock $ .32 $ .30
Weighted Average Shares Outstanding 55.6 55.6
See notes to consolidated financial statements.
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<PAGE>10
Consolidating Balance Sheet
Temple-Inland Inc. and Subsidiaries
March 29, 1997
Unaudited
Parent Financial
Company Services Consolidated
(in millions)
ASSETS
Cash and cash equivalents $ 15 $ 121 $ 136
Mortgage loans held for sale - 248 248
Loans receivable - 5,921 5,921
Mortgage-backed and investment
securities - 2,512 2,512
Trade and other receivables 303 - 302
Inventories 347 - 347
Property & equipment 2,861 83 2,944
Other assets 188 597 741
Investment in Financial
Services 608 - -
TOTAL ASSETS $ 4,322 $ 9,482 $13,151
LIABILITIES
Deposits $ - $ 6,209 $ 6,209
Securities sold under repurchase
agreements and Federal Home
Loan Bank advances - 2,185 2,185
Other liabilities 317 358 659
Long-term debt 1,636 122 1,758
Deferred income taxes 232 - 203
Postretirement benefits 137 - 137
TOTAL LIABILITIES $ 2,322 $ 8,874 11,151
SHAREHOLDERS' EQUITY
Preferred stock - par value $1 per share:
authorized 25,000,000 shares; none issued
-
Common stock - par value $1 per share:
authorized 200,000,000 shares; issued
61,389,552 shares including shares held
in the treasury 61
Additional paid-in capital 305
Translation and other adjustments (26)
Retained earnings 1,833
2,173
Cost of shares held in the treasury:
6,055,020 shares (173)
TOTAL SHAREHOLDERS' EQUITY 2,000
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $13,151
See the notes to the consolidated financial statements.
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<PAGE>11
Consolidating Balance Sheet
Temple-Inland Inc. and Subsidiaries
December 28, 1996
Unaudited
Parent Financial
Company Services Consolidated
(in millions)
ASSETS
Cash and cash equivalents $ 14 $ 214 $ 228
Mortgage loans held for sale - 244 244
Loans receivable - 5,414 5,414
Mortgage-backed and investment
securities - 2,783 2,783
Trade and other receivables 295 - 292
Inventories 327 - 327
Property & equipment 2,850 81 2,931
Other assets 174 599 728
Investment in Financial
Services 592 - -
TOTAL ASSETS $ 4,252 $ 9,335 $12,947
LIABILITIES
Deposits $ - $ 6,263 $ 6,263
Securities sold under repurchase
agreements and Federal Home
Loan Bank advances - 1,992 1,992
Other liabilities 345 355 685
Long-term debt 1,522 133 1,655
Deferred income taxes 234 - 201
Postretirement benefits 136 - 136
TOTAL LIABILITIES $ 2,237 $ 8,743 10,932
SHAREHOLDERS' EQUITY
Preferred stock - par value $1 per share:
authorized 25,000,000 shares; none issued
-
Common stock - par value $1 per share:
authorized 200,000,000 shares; issued
61,389,552 shares including shares held
in the treasury 61
Additional paid-in capital 305
Translation and other adjustments (24)
Retained earnings 1,837
2,179
Cost of shares held in the treasury:
5,940,802 shares (164)
TOTAL SHAREHOLDERS' EQUITY 2,015
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $12,947
See the notes to the consolidated financial statements.
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<PAGE>12
Consolidated Statements of Cash Flows
Temple-Inland Inc. and Subsidiaries
Unaudited
First Quarter
1997 1996
(in millions)
Cash Provided by (Used for) Operations
Net income $ 13.2 $ 46.4
Adjustments to reconcile net income
to net cash:
Depreciation and depletion 66.0 63.0
Amortization and accretion 4.4 5.4
Deferred taxes 2.5 6.7
Receivable from FDIC - 7.2
Trade and other receivables (7.8) (19.6)
Accounts payable and accrued expenses (31.1) (39.9)
Inventories (19.6) (11.0)
Mortgage loans held for sale (3.1) (76.4)
Decrease in collections and remittances
on loans serviced for others, net (22.0) (9.7)
Other (22.9) (31.9)
(20.4) (59.8)
Cash Provided by (Used for) Investments
Capital expenditures (56.2) (59.4)
Purchases of securities held-to-maturity (14.3) (.1)
Purchases of securities available-for-sale - (1.7)
Maturities of securities held-to-maturity 93.6 75.0
Maturities of securities available-for-sale 14.8 21.3
Proceeds from sale of securities available-
for-sale 171.2 4.3
Loans originated or acquired - net of
principal collected on loans (536.0) (194.5)
Other 11.4 (13.4)
(315.5) (168.5)
Cash Provided by (Used for) Financing
Additions to debt 370.5 166.9
Payments of debt (23.3) (200.2)
Securities sold under repurchase agreements
and short-term borrowings - net (46.8) 227.2
Cash dividends paid to shareholders (17.8) (16.6)
Net decrease in deposits (53.6) (8.2)
Net increase in advances from borrowers for
taxes and insurance 22.6 18.2
Other (8.6) (6.9)
243.0 180.4
Net decrease in cash and cash equivalents (92.9) (47.9)
Cash and cash equivalents at
beginning of period 228.7 357.8
Cash and cash equivalents at
end of period $ 135.8 $ 309.9
See notes to consolidated financial statements.
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<PAGE> 13
TEMPLE-INLAND INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting only of normal
accruals) considered necessary for a fair presentation have been
included. For further information, refer to the consolidated
financial statements and footnotes included in, or incorporated
into, Temple-Inland Inc.'s (the "Company") Annual Report on Form
10-K for the fiscal year ended December 28, 1996.
The consolidated financial statements include the accounts of
Temple-Inland Inc. and all subsidiaries in which the Company has
more than a 50 percent equity ownership. However, because
certain assets and liabilities are in separate corporate
entities, the consolidated assets are not available to satisfy
all consolidated liabilities. All material intercompany amounts
and transactions have been eliminated. Certain amounts have been
reclassified to conform with current year's classification.
Included as an integral part of the consolidated financial
statements are separate summarized financial statements for the
Company's primary business groups.
The Parent Company (Temple-Inland Inc.) summarized financial
statements include the accounts of Temple-Inland Inc. and its
manufacturing subsidiaries. The Financial Services subsidiaries
and the 20 percent to 50 percent owned companies are reflected in
the financial statements on the equity basis.
The Temple-Inland Financial Services Group summarized financial
statements include savings bank, mortgage banking, real estate
development activities and insurance operations.
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings Per Share , which is effective for
financial statements issued for periods ending after December 15,
1997. At this time, the Company will be required to change the
method currently used to compute earnings per share and to
restate all prior periods. Under the new requirements for
calculating primary earnings per share, the dilutive effect of
stock options will be excluded. The method of calculating fully
diluted earnings per share will remain unchanged. The impact of
Statement 128 on the calculation of earnings per share is not
expected to be material.
NOTE B - CONTINGENCIES
There are pending against the Company and its subsidiaries
lawsuits and claims arising in the regular course of business.
In the opinion of management, recoveries, if any, by plaintiffs
or claimants that may result from the foregoing litigation and
claims will not be material in relation to the consolidated
financial statements of the Company and its subsidiaries.
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<PAGE> 14
MANAGEMENT'S DISCUSSION AND ANALYSIS
Results of Operations
Results of operations, including information regarding the
Company's principal business segments, are shown below:
First Quarter
1997 1996
(in millions)
Revenues
Paper $ 502.4 $ 543.1
Building products 146.6 127.3
Manufacturing net sales 649.0 670.4
Financial services 201.9 198.3
Total revenues $ 850.9 $ 868.7
Income
Paper $ (7.1) $ 61.2
Building products 32.1 17.0
Operating profit 25.0 78.2
Financial services 29.5 24.7
54.5 102.9
Corporate expenses (5.8) (5.0)
Parent company interest - net (27.8) (26.7)
Other - net .8 .2
Income before taxes 21.7 71.4
Taxes on income 8.5 25.0
Net income $ 13.2 $ 46.4
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<PAGE> 15
First Quarter 1997 vs. First Quarter 1996
First quarter earnings of $13.2 million, or $.24 per share,
represent a decrease of 72 percent from first quarter 1996 net
income of $46.4 million, or $.84 per share. Revenues for the
quarter were $850.9 million.
The paper group reported an operating loss of $7.1 million in the
first quarter. This compares with operating earnings of $61.2
million in the first quarter of 1996. Although demand for
corrugated containers strengthened in the quarter and shipments
were up approximately five percent over first quarter 1996
levels, the paper group's corrugated container operation
continued to experience declining prices for containerboard and
corrugated containers. The bleached paperboard operation
experienced improved sales and production volumes despite
problems with a digester early in the quarter. Prices for
bleached paperboard remained stable throughout the quarter.
The building products group reported first quarter operating
earnings of $32.1 million, an increase of 89 percent from first
quarter 1996 operating earnings. Revenues for the first quarter
were $146.6 million, up $19.3 million from last year's first
quarter revenues of $127.3 million. After slumping late in the
fourth quarter of 1996, demand for lumber, particleboard and
fiberboard strengthened during the first quarter of 1997. The
gypsum operation had another outstanding quarter, benefiting from
strong demand and higher prices. As part of the announced plan
to modernize its particleboard plants, this group will begin the
renovation of the Diboll, Texas, particleboard plant in April
with expectations of resuming production late in the second
quarter. Similar renovations to the Thomson, Georgia,
particleboard plant are scheduled to start later in the year.
The financial services group reported first quarter operating
earnings of $29.5 million. This compares with $24.7 million in
the first quarter of 1996. These record first quarter operating
earnings were the result of Guaranty Federal Bank continuing to
add high quality, adjustable rate loans to its portfolio. During
the quarter, total loans increased by $500 million to $6.2
billion, which is 71 percent of total earning assets. Further
cost reduction and internal efficiencies also contributed to
earnings.
Net interest expense increased to $27.8 million in the first
quarter of 1997 compared with $26.7 million in the first quarter
of last year. Capitalized interest decreased from $1.4 million
in the first quarter of 1996 to $.4 million in the first quarter
of 1997. Interest expense increased slightly from $28.1 million
in the first quarter of 1996 to $28.2 million in the first
quarter of 1997.
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<PAGE> 16
Capital Resources and Liquidity
The Company's financial condition continues to be strong.
Internally generated funds, existing credit facilities and the
capacity to issue long-term debt are sufficient to fund projected
capital expenditures, to service existing debt, to pay dividends
and to meet normal working capital requirements. During the
first quarter of 1997, the Parent Company's debt increased $118.7
million mainly through issuance of commercial paper and bank
debt.
Guaranty Federal Bank continues to meet all three regulatory
requirement formulae set out under the Financial Institution
Reform, Recovery and Enforcement Act of 1989 ("FIRREA").
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<PAGE> 17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The information set forth in Note B to Notes to
Consolidated Financial Statements in Part I of this
report is incorporated by reference thereto.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders
on May 2, 1997, at which a quorum was present. The
table below sets forth the number of votes cast for,
against or withheld, as well as the number of
abstentions and broker non-votes for each matter
voted upon at that meeting.
Abstentions
Against or and Broker
Matter For Withheld Non-votes
1. Election of four Directors
(a) Paul M. Anderson 47,950,267 844,490 -
(b) Robert Cizik 47,985,897 858,860 -
(c) Arthur Temple III 48,264,559 530,198 -
(d) Larry E. Temple 48,261,932 532,825 -
2. Ratification of appointment
of Ernst & Young LLP 48,616,024 109,096 69,637
3. Ratification of the adoption
of the Company's 1997 Stock
Option Plan 40,554,633 8,011,604 228,520
4. Ratification of the adoption
of the Company's 1997
Restricted Stock Plan 45,262,149 3,277,086 255,522
Item 5. Other Information.
None.
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<PAGE> 18
PART II. OTHER INFORMATION
(Continued)
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Regulation S-K
Exhibit Number
(11) Statement re computation of per share earnings.
(27) Financial Data Schedule
(b) Reports on Form 8-K. During the three months
ended March 29, 1997, the Company did not file
any reports on Form 8-K.
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<PAGE> 19
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.
TEMPLE-INLAND INC.
(Registrant)
Date: May 12, 1997 By /s/ David H. Dolben
David H. Dolben
Vice President and
Chief Accounting Officer
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<PAGE> 20
EXHIBIT INDEX
The following is an index of the exhibits filed herewith. The
page reference set forth opposite the description of exhibits
included in such index refers to the pages under the sequential
numbering system prescribed by Rule 0-3(b) under the Securities
Exchange Act of 1934.
Regulation S-K
Exhibit Sequential
Number Page Number
(11) Statement re computation of 21
per share earnings.
(27) Financial Data Schedule 22
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
consolidated balance sheets and consolidated income statements for
Temple-Inland Inc. and subsidiaries and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-03-1998
<PERIOD-END> MAR-29-1997
<CASH> 136
<SECURITIES> 0
<RECEIVABLES> 302
<ALLOWANCES> 0
<INVENTORY> 347
<CURRENT-ASSETS> 0
<PP&E> 2,944
<DEPRECIATION> 0
<TOTAL-ASSETS> 13,151
<CURRENT-LIABILITIES> 0
<BONDS> 1,758
0
0
<COMMON> 61
<OTHER-SE> 1,939
<TOTAL-LIABILITY-AND-EQUITY> 13,151
<SALES> 649
<TOTAL-REVENUES> 851
<CGS> 630
<TOTAL-COSTS> 802
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28
<INCOME-PRETAX> 22
<INCOME-TAX> 9
<INCOME-CONTINUING> 13
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13
<EPS-PRIMARY> .24
<EPS-DILUTED> .24
</TABLE>
EXHIBIT (11)
TEMPLE-INLAND INC. AND SUBSIDIARIES
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
(in thousands, except for per share data)
13 Weeks Ended
March 29, March 30,
1997 1996
Primary
Average common shares outstanding 55,426 55,565
Net effect of dilutive stock options
based on treasury stock method using
average market price 178 3
Weighted average shares outstanding 55,604 55,568
Net income $ 13,249 $ 46,426
Earnings per share $ .24 $ .84
Fully Diluted
Average common shares outstanding 55,426 55,565
Net effect of dilutive stock options
based on treasury stock method
using the closing market price, if
higher than average market price 178 55
Weighted average shares outstanding 55,604 55,620
Net income $ 13,249 $ 46,426
Earnings per share $ .24 $ .83<PAGE>
