OAKWOOD HOMES CORP
10-Q, 1994-05-16
MOBILE HOMES
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                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D. C.  20549

FORM 10-Q

( X ) Quarterly report pursuant to section 13 or 15(d) of the Securities 
      Exchange Act of 1934 for the quarterly period ended March 31, 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 Number         1-7444

                      OAKWOOD HOMES CORPORATION
          (Exact name of registrant as specified in its charter)


           NORTH CAROLINA                       56-0985879
    (State or other jurisdiction of          (I.R.S. Employer
     incorporation or organization)          Identification No.)


      2225 S. Holden Road (P.O. Box 7386), Greensboro, North Carolina
                (Address of principal executive offices)

                                27417-0386
                                (Zip Code)

                              (910) 855-2400
           (Registrant's telephone number, including area code)

                               Not Applicable
            (Former name, former address and former fiscal year,
                       if changed since last report)

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, and (2) has been subject to such 
filing requirements for the past 90 days.

Yes  X   No _____

Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of April 30, 1994.

        Common Stock, Par Value $.50 Per Share ........ 20,453,585


                                  (1)

<PAGE>

PART I.   FINANCIAL INFORMATION


                     QUARTERLY REPORT ON FORM 10-Q

              CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                 For the Quarter Ended March 31, 1994

                OAKWOOD HOMES CORPORATION AND SUBSIDIARIES

                      Greensboro, North Carolina




 The condensed consolidated financial statements included herein have
been prepared by the Company, without audit, pursuant to the rules and 
regulations of the Securities and Exchange Commission. Certain information and
disclosures normally included in annual financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations, although the Company 
believes that the disclosures contained herein are adequate to make the 
information presented not misleading. These condensed consolidated 
financial statements should be read in conjunction with the financial 
statements and the notes thereto included in the Company's latest annual 
report on Form 10-K.

                                 (2)

<PAGE>



                OAKWOOD HOMES CORPORATION AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)



(in thousands except per share data)
                                                     Three Months Ended
                                                          March 31,
                                                   1994               1993
Revenues
 Net sales                                       $ 86,449           $ 54,032
 Financial services income                         15,103             11,578
 Other income                                       2,864              2,370
                                                ---------          ---------
   Total revenues                                 104,416             67,980
Costs and expenses
 Cost of sales                                     60,457             37,526
 Selling, general and administrative expenses
  Non-financial services                           22,277             12,994
  Financial services                                1,868              1,569
 Provision for losses on credit sales               2,100              1,404
 Interest expense
  Non-financial services                               84                130
  Financial services                                6,157              6,464
                                                ---------          ----------
   Total costs and expenses                        92,943             60,087
                                                ---------          ----------
Income before income taxes                         11,473              7,893
Provision for income taxes                          4,195              2,820
                                                ----------         ----------
                                                  $ 7,278            $ 5,073
Net income                                      ==========         ==========


Earnings per share
 Primary                                          $   .34            $   .25
 Fully diluted                                    $   .34            $   .25

Dividends paid per share                          $   .02            $   .02

Average shares outstanding
 Primary                                           21,401             20,339
 Fully diluted                                     21,401             20,417


                                   (3)

<PAGE>



                   OAKWOOD HOMES CORPORATION AND SUBSIDIARIES

             CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)



(in thousands except per share data)
                                                       Six Months Ended
                                                            March 31,
                                                    1994              1993
Revenues
 Net sales                                       $ 157,479          $ 96,889
 Financial services income                          29,344            23,102
 Other income                                        5,267             4,417
                                                 ----------         ---------
   Total revenues                                  192,090           124,408
                                                 ----------         ---------
Costs and expenses
 Cost of sales                                     109,613            67,311
 Selling, general and administrative expenses
  Non-financial services                            41,174            24,486
  Financial services                                 3,719             3,185
 Provision for losses on credit sales                4,031             2,671
 Interest expense
  Non-financial services                               202               710
  Financial services                                12,195            12,459
                                                 ----------         ---------
    Total costs and expenses                       170,934           110,822
                                                 ----------         ---------
Income before income taxes                          21,156            13,586
Provision for income taxes                           7,564             4,820
                                                 ----------         ---------
                                                  $ 13,592           $ 8,766
Net income                                       ==========        ==========


Earnings per share
 Primary                                          $    .64           $   .50
 Fully diluted                                    $    .64           $   .46

Dividends paid per share                          $    .04           $   .04

Average shares outstanding
 Primary                                            21,393            17,641
 Fully diluted                                      21,402            19,367




                                       (4)


                  OAKWOOD HOMES CORPORATION AND SUBSIDIARIES

                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)

                      (in thousands except per share data)

                                               March 31,      September 30,
ASSETS                                           1994              1993

Cash and cash equivalents                       $ 8,731          $ 23,904

Receivables, principally installment contracts  456,379           424,710

Inventories:
 Manufactured homes                              78,374             52,105
 Work-in-process, materials and supplies          5,455              4,288
 Land/homes under development                     1,214                697
                                              ---------          ---------
                                                 85,043             57,090
                                              ---------          ---------
Manufactured housing communities                  7,810              4,088

Property, plant and equipment                    32,882             27,702

Deferred income taxes                             3,333              1,564

Other assets                                     19,293             17,970
                                              ---------          ---------
                                              $ 613,471          $ 557,028


LIABILITIES AND STOCKHOLDERS' INVESTMENT

Short-term borrowings                         $  92,000          $  26,800

Notes and bonds payable                         231,053            255,765

Accounts payable and accrued liabilities         38,737             39,079

Reserve for contingent liabilities                2,953              3,009

Other long-term obligations                       5,771              3,499

Stockholders' investment:
 Common stock, $ .50 par value                   10,225             10,172
 Additional paid in capital                     144,051            143,578
 Retained earnings                               88,681             75,905
                                              ---------          ---------
                                                242,957            229,655
 Less :  Loan to ESOP                                 0               (779)
                                              ---------          ---------
 Total stockholders' investment                 242,957            228,876
                                              ---------          ---------
                                              $ 613,471          $ 557,028
                                              =========          =========

                                    (5)
<PAGE>


                OAKWOOD HOMES CORPORATION AND SUBSIDIARIES

              CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

(000's omitted)

                                                 For the Six Months Ended
                                                         March 31,
                                                 1994                1993
Operating activities:
 Net income                                    $  13,592          $  8,766
 Items not requiring (providing) cash:
  Depreciation and amortization                    2,100             1,761
  Deferred income taxes                           (1,769)             (530)
  Provision for losses on credit sales,
   net of actual losses                            1,776               995
  (Increase) in other receivables                 (2,497)              244
  (Increase) in inventories                      (27,953)          (10,719)
  (Decrease) in accounts payable and accrued
   liabilities                                      (342)            1,638
  Increase (decrease) in other long-term 
   obligations                                     2,272                89
                                               ----------        ----------
    Cash used by operations                      (12,821)            2,244
  Installment receivables issued                (137,062)          (75,849)
  Purchase of installment loan portfolio            (604)                0
  Sale of installment loans                       80,765            26,410
  Receipts on installment receivables             26,143            21,098
                                               ----------        ----------
    Cash used by operating activities            (43,579)          (26,097)
                                               ----------        ----------
Investing activities:
 Additions to property, plant and equipment       (6,811)           (2,540)
 Additions to manufactured housing communities    (3,727)              (18)
 Other                                            (2,033)             (703)
                                               ----------        ----------
    Cash used by investing activities            (12,571)           (3,261)
                                               ----------        ----------
Financing activities:
 Net borrowings (repayments) on short-term
  credit facilities                               65,200            (3,000)
 Issuance of notes and bonds payable                   0            43,036
 Payments on notes and bonds                     (23,933)          (24,552)
 Cash dividends                                     (816)             (670)
 Proceeds from exercise of stock options             526             3,203
 Proceeds from public offering of common stock         0            53,602
 Other                                                 0                 4
                                               ----------        ----------
    Cash provided by financing activities         40,977            71,623
                                               ----------        ----------
Net increase (decrease) in cash and cash 
 equivalents                                     (15,173)           42,265
Cash and cash equivalents:
 Beginning of period                              23,904            17,200
                                               ----------        ----------
 End of period                                  $  8,731          $ 59,465
                                               ==========        ==========

                                     (6)

<PAGE>

                   OAKWOOD HOMES CORPORATION AND SUBSIDIARIES

             Notes to Condensed Consolidated Financial Statements
                                  (Unaudited)

1. The condensed consolidated financial statements reflect all adjustments, 
which included only normal recurring adjustments, which are, in the opinion 
of management, necessary to present fairly the results of operations for the 
periods presented.  Results of operations for any interim period are not 
necessarily indicative of results to be expected for a full year.

2. Effective October 1, 1993, the Company adopted prospectively Statement of 
Financial Accounting Standards No. 109, "Accounting for Income Taxes"  
("FAS 109"), which requires use of an asset and liability method to account 
for deferred income taxes. Prior to fiscal 1994, the Company accounted for 
income taxes using the deferred method. Adoption of FAS 109 had the effect of 
increasing the Company's net deferred income tax asset by approximately 
$214,000 ($.01 per share) at October 1, 1993 which has been reflected as a 
reduction in the provision for income taxes for the quarter ended December 
31, 1993.

3. The Company is contingently liable as guarantor on installment sale 
contracts sold to unrelated financial institutions on a full or limited 
recourse basis.  The amount of this contingent liability was approximately 
$121 million at March 31, 1994.


                            (7)

<PAGE>

                   MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                           RESULTS OF OPERATIONS

Three months ended March 31, 1994 compared to three months ended
- - ----------------------------------------------------------------
 March 31, 1993
- - ---------------

The following table summarizes certain key sales statistics for the quarters 
ended March 31, 1994 and 1993 :


                                                 1994       1993
                                               -------    -------
Sales dollar volume (in millions)              $  86.4    $  54.0
New units sold                                   3,045      2,121
Used units sold                                    410        255
Average new single-section sales price         $23,200    $20,700
Average new multi-section sales price          $41,700    $37,500
Weighted average sales centers                     134        109
New unit sales per sales center                     23         20

 Total sales dollar volume increased 60%, reflecting a 44% increase in new 
unit volume and increases of 12% and 11% in the average new unit sales 
prices of single-section and multi-section homes, respectively.  New unit 
volume increased due to a 23% increase in the weighted average number of sales 
centers open during the period and a 15% increase in average new unit sales 
per sales center.  Total sales for sales centers open at least one 
year rose 32%.  The increase in the average new unit sales price reflects 
price increases required to offset rising lumber prices, the effect of the 
Company's entry into the Texas market where the average size home sold is 
larger than in the Southeast market, and higher selling prices in the 
Southeast due to a change in product mix toward higher-end homes.  Sales in 
the Southwest comprised 25% of total new manufactured housing sales dollars in 
the second quarter of 1994 compared to 9% last year.  The Company has been 
successful in recovering increased lumber costs from its customers through 
higher selling prices and does not expect fluctuating lumber prices to have 
a material adverse effect on its results of operations.

 Gross profit as a percentage of sales was 30.1% in the current period 
compared to 30.5% in the prior year.  Margins rose in the Southeast, 
principally due to manufacturing efficiencies resulting from higher production 
levels, partially offset by the effects of the Company's expansion into the 
Southwest, where substantially all product was sourced from third party 
manufacturers.  Of the total new unit volume in the second quarter, 78% 
was manufactured by the Company compared to 84% in the second quarter last 
year.  During the current period the Company operated at or near its 
production capacity on a single shift basis at four of its operating plants.  
At March 31, 1994, a fifth plant acquired in January 1993 was operating at 
approximately 75% of capacity.  Production at the Company's new Texas facility 
commenced in October, 1993 and at 

                                    (8)

<PAGE>

March 31, 1994, this plant was operating at approximately 50% capacity.  
During the first quarter of fiscal 1994 the Company began construction of 
an additional plant in Texas and plans to begin construction of a plant in 
Tennessee to further support the Company's expansion into the Southwest and 
Midwest markets.  Production at these facilities is expected to commence 
during 1994.  In April 1994, the Company purchased a third plant 
in Texas; production in this existing facility should commence in 1994 
following completion of certain renovations.  Management does not expect a 
significant improvement in gross margins to be realized from the additional 
manufacturing plants until fiscal 1995 because of the start-up costs 
associated with bringing new production capacity on line.

 Financial services income increased 30% as a result of the increase in the 
outstanding balance of installment sale contracts from $345 million at
March 31, 1993 to $441 million at March 31, 1994, offset slightly by a 
decrease in the weighted average interest rate.  Credit sales represented 
approximately 88% and 85% of the Company's sales dollar volume in fiscal 1994 
and 1993, respectively, of which approximately 96% and 93%, respectively, was 
originated by the Company's credit subsidiary.  Financial services income for 
the fiscal 1994 quarter also reflects earnings on the Company's retained 
interests in REMIC securitizations consummated in July and October 1993 which 
were structured as sales of receivables.  The Company's earnings on its 
retained interests in these REMICs are reflected as a single amount within 
financial services income, as compared to presenting interest income on the 
installment sale contracts conveyed to the REMICs as interest income, and 
interest expense on REMIC interests purchased by investors as interest 
expense, for REMIC securitizations structured as collateralized borrowings.  
Structuring REMIC securitizations as sales of receivables will cause slower 
rates of growth in interest income and interest expense compared to that 
which would occur if such securitizations were structured as collateralized 
borrowings.

 Other income increased 21%, principally due to increased insurance commissions
resulting from an improvement in the percentage of total sales for which 
physical damage coverage was written by the Company's agency and the overall 
increase in sales, offset by decreases in insurance commissions from favorable 
loss experience and the continuing decline in endorsement fee income resulting 
from the Company's emphasis on internal financing of credit sales.

 Total selling, general and administrative expenses increased 66%, primarily 
as a result of higher sales volumes and increased servicing costs associated 
with the increased size of the Company's servicing portfolio.

 The provision for losses on credit sales rose 50% over the prior period.  The 
Company provides for estimated future losses on current period retail credit 
sales financed by the Company or sold to financial institutions on a recourse 
basis.  The amounts provided are based on the Company's historical loss 

                                   (9)

<PAGE>

experience, current repossession trends and costs, and management's assessment 
of the current credit quality of the installment sale contract portfolio. 
Accordingly, the provision for losses on credit sales is not necessarily 
directly related to current period sales.

 Financial services interest expense decreased because the Company has begun 
structuring its REMIC securitizations as sales of receivables instead of as 
collateralized borrowings, as more fully described above.

 The Company's effective income tax rate was 36.6% in fiscal 1994 compared to 
35.7% in fiscal 1993.  The increase over fiscal 1993 was the result of higher 
state income taxes and an increase in the federal income tax rate. 

Six months ended March 31, 1994 compared to six months ended
- - ------------------------------------------------------------
 March 31, 1993
- - ---------------

The following table summarizes certain key sales statistics for the six months 
ended March 31, 1994 and 1993 :

                                             1994       1993
                                          ---------   --------
Sales dollar volume (in millions)         $   157.5   $   96.9
New units sold                                5,440      3,772
Used units sold                                 736        445
Average new single-section sales price      $23,200    $20,500
Average new multi-section sales price       $41,400    $37,200
Weighted average sales centers                  129        108
New unit sales per sales center                  42         35

 Total sales dollar volume increased 63%, reflecting a 44% increase in new 
unit volume and increases of 13% and 11% in the average new unit sales prices 
of single-section and multi-section homes, respectively.  New unit volume 
increased due to a 19% increase in the weighted average number of sales 
centers open during the period and a 20% increase in average new unit sales 
per sales center.  Total sales for sales centers open at least one 
year rose 34%.  The increase in the average new unit sales price reflects 
price increases required to offset rising lumber prices, the effect of the 
Company's entry into the Texas market where the average size home sold is 
larger than in the Southeast market, and higher selling prices in the 
Southeast due to a change in product mix toward higher-end homes.  
Sales in the Southwest comprised 23% of total new manufactured housing sales 
dollars in the first six months of 1994 compared to 7% last year. 

 Gross profit as a percentage of sales was 30.4% in the current period 
compared to 30.5% in the prior year.  Margins rose in the Southeast, 
principally due to manufacturing efficiencies resulting from higher 
production levels, partially offset by the effects of the Company's expansion 
into the Southwest, where substantially all product was sourced from third 
party manufacturers.  Of the total year-to-date new unit volume, 77% was 
manufactured by the Company compared to 84% last year.

                                   (10)

<PAGE>

 Financial services income increased 27% as a result of the increase in the 
outstanding balance of installment sale contracts from $345 million at March 
31, 1993 to $441 million at March 31, 1994, offset slightly by a decrease in 
the weighted average interest rate.  Credit sales represented approximately 
86% and 83% of the Company's sales dollar volume in fiscal 1994 and 1993, 
respectively, of which approximately 94% and 87%, respectively, was originated 
by the Company's credit subsidiary.

 Other income increased 19%, principally due to increased insurance commissions
resulting from an improvement in the percentage of total sales for which 
physical damage coverage was written by the Company's agency and the overall 
increase in sales, offset by decreases in insurance commissions from favorable 
loss experience and the continuing decline in endorsement fee income 
resulting from the Company's emphasis on internal financing of credit sales.

 Total selling, general and administrative expenses increased 62%, primarily 
as a result of higher sales volumes and increased servicing costs associated 
with the increased size of the Company's servicing portfolio.

 The provision for losses on credit sales rose 51% over the prior period.  The 
Company provides for estimated future losses on current period retail credit 
sales financed by the Company or sold to financial institutions on a recourse 
basis.  The amounts provided are based on the Company's historical loss 
experience, current repossession trends and costs, and management's assessment 
of the current credit quality of the installment sale contract portfolio. 
Accordingly, the provision for losses on credit sales is not necessarily 
directly related to current period sales.

 Non-financial services interest expense decreased primarily due to the 
redemption or conversion of the Company's 6-1/2% and 7-1/2% convertible 
subordinated debentures in November and December 1992.  Financial services 
interest expense decreased because the Company has begun structuring its 
REMIC securitizations as sales of receivables instead of as collateralized 
borrowings, as more fully described above.

 The Company's effective income tax rate (excluding the $214,000 reduction in 
income tax expense arising from the adoption of FAS 109) was 36.8% in fiscal 
1994 compared to 35.5% in fiscal 1993.  The increase over fiscal 1993 was the 
result of higher state income taxes and an increase in the federal income 
tax rate.

Liquidity and Capital Resources

 The Company's financial position at March 31, 1994 reflects the normal 
seasonal increase in inventories in preparation for the typically strong 
spring and summer selling season.  In addition, the Company's retail expansion 
has 

                                 (11)

<PAGE>

resulted in increased investment in inventories.  Of the $28 million increase 
in inventories since September 30, 1993, approximately $11 million relates to 
the 16 new sales centers opened during the six months ended March 31, 1994.  
Short-term borrowings principally reflect outstanding advances on the 
Company's warehouse lines of credit used to finance installment sale contracts 
prior to securitization or other permanent financing.  Borrowings outstanding 
at March 31, 1994 were liquidated using a portion of the proceeds of the 
Company's April 1994 REMIC securitization described below.

 Receivables, which consist principally of installment sale contracts, 
decreased principally as a result of the Company's structuring of installment 
sale contract securitizations as sales of receivables rather than as 
collateralized borrowings.  During the six months ended March 31, 1994, the 
Company originated approximately $137 million of installment sale contracts 
and sold approximately $90 million of installment sale contracts, including 
approximately $88.5 million of contracts via a REMIC securitization.  
Investors purchased 90% of the interests in the REMIC trust for approximately 
$79.6 million cash; the Company retained a 10% interest in the trust.  No gain 
or loss resulted from the sale of REMIC certificates to investors.  In April 
1994, approximately $175 million of contracts were sold via a publicly-offered 
REMIC securitization; investors purchased 92% of the interests in the REMIC 
trust for approximately $161 million cash, and the Company retained an 8% 
interest in the trust.  No gain or loss resulted from the sale of REMIC 
certificates to investors.  Management believes that financing for installment 
sale contracts remains readily available and anticipates completing two 
additional securitizations in calendar 1994.

 During the second quarter, the Company increased the amount available under 
its warehouse line of credit facility from $80 million to $110 million.  In 
addition, the interest rate was adjusted from the prime rate or LIBOR plus 
1.875% to the prime rate or LIBOR plus 1.625%. The Company also has entered 
into a new $50 million revolving credit facility secured by new manufactured 
housing inventory, borrowings under which bear interest at prime or LIBOR plus 
1.75%.  The new revolving credit facility replaces a $25 million facility 
which bore interest at prime plus .50%.

 Management believes that the availability of permanent financing for 
installment sale contracts, the Company's short-term credit facilities and 
cash generated by operations are sufficient to provide for the Company's 
short-term liquidity needs.

 The Company continues to monitor the credit and equity markets and evaluate 
the sources and cost of the long-term capital required to finance the demands 
of both planned expansion and higher operating levels within existing 
operations.  The Company will seek to raise additional equity or long-term 
debt based upon anticipated business demands, management's assessment of 
existing and future conditions in the capital markets, and management's 
assessment of the appropriate components of the Company's capital structure.  

                                (12)

<PAGE>

 PART II. OTHER INFORMATION


 Item 6. Exhibits and Reports on Form 8-K

  a) Exhibits
   
     ( 4)    Agreement to Furnish Copies of Instruments          
             with Respect to Long-term Debt

     (11)   Statement Re Computation of  Earnings Per             
             Share
  
   b) Reports on Form 8-K

      No reports on Form 8-K were filed for the quarter                     
      ended March 31, 1994.


Items 1, 2, 3, 4 and 5 are inapplicable and are omitted.


                                (13)

<PAGE>

                   OAKWOOD HOMES CORPORATION AND SUBSIDIARIES

                                 SIGNATURES



 Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

Date:  May 13, 1994


                                   OAKWOOD HOMES CORPORATION


                                   BY: s/C. Michael Kilbourne
                                       C. Michael Kilbourne
                                       Vice President 
                                       (Principal Financial Officer)
                                       (Duly Authorized Officer)

                                         (14)

<PAGE>

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                 EXHIBITS

                                 ITEM 6(a)

                                 FORM 10-Q

                              QUARTERLY REPORT

For the quarter ended          Commission File Number
March 31, 1994                           1-7444

                           OAKWOOD HOMES CORPORATION
                                EXHIBIT INDEX

Exhibit No.            Exhibit Description

       4   Agreement to Furnish Copies of Instruments with  
           respect to Long-Term Debt (page 16 of the
           sequentially numbered pages) 

     11  Calculation of Fully Diluted Earnings
         Per Share (page 23 of the   
         sequentially numbered pages)


                                   (15)



                                                             EXHIBIT 4


              AGREEMENT TO FURNISH COPIES OF INSTRUMENTS
                    WITH RESPECT TO LONG-TERM DEBT


 The Registrant has entered into certain agreements with respect to long-term 
indebtedness which do not exceed ten percent of the total assets of the
Registrant and its subsidiaries on a consolidated basis.  The Registrant 
hereby agrees to furnish a copy of such agreements to the Commission 
upon request of the Commission.

                                           OAKWOOD HOMES CORPORATION

                                           By: s/C. Michael Kilbourne
                                               C. Michael Kilbourne
                                               Vice President

                                   (16)



                                                                   EXHIBIT 11

                          OAKWOOD HOMES CORPORATION

                STATEMENT RE COMPUTATION OF EARNINGS PER SHARE
                    (IN THOUSANDS, EXCEPT PER SHARE DATA)


                                        Three Months Ended    Six Months Ended
                                             March 31,            March 31,
                                        1994          1993    1994        1993

Weighted average number of common
 shares outstanding                    20,436        19,353   20,401     16,632

Add: Dilutive effect of stock options,
 computed using the treasury stock 
 method                                   965           986      992      1,009
                                      -------      --------  -------     -------

Weighted average number of common
 and common equivalent shares
 outstanding                           21,401        20,339   21,393     17,641
                                      =======      ========  =======    =======

Net income                            $ 7,278       $ 5,073  $13,592    $ 8,766
                                      =======      ========  =======    =======

Earnings per common share-primary     $  0.34       $  0.25  $  0.64    $  0.50
                                      =======      ========  =======    =======


Weighted average number of common
 shares outstanding                    20,436        19,353   20,401     16,632

Add: Dilutive effect of stock options,
 computed using the treasury
 stock method                             965           986    1,001      1,091

Add: Additional shares assumed to be
 outstanding from conversion of
 convertible securities                     0            78        0      1,644
                                      -------      --------  -------    -------
Weighted average number of common
 shares outstanding assuming
 full dilution                         21,401        20,417   21,402     19,367
                                      =======      ========  =======    =======
Net income                            $ 7,278       $ 5,073  $13,592    $ 8,766

Add: Interest on convertible securities,
 net of income taxes                        0             0        0        237
                                      -------      --------  -------    -------
Net income, as adjusted               $ 7,278       $ 5,073  $13,592    $ 9,003
                                      =======      ========  =======    =======
Earnings per common share-fully 
 diluted                              $  0.34       $  0.25  $  0.64    $  0.46
                                      =======      ========  =======    =======


                                       (17)




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