SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the three months ended September 30, 1994
Commission File Number 0-17039
American Rice, Inc.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Texas 76-0231626
- - ------------------------------- -----------------------------------
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
16825 Northchase, Suite 1600
Houston, Texas 77060
- - --------------------------------------- -------
(Address of Principal Executive Offices) (Zip Code)
(713) 873-8800
------------------------------
Registrant's Telephone Number,
Including Area Code
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 [ ]
The number of shares outstanding of the registrant's common stock, $1
par value, as of November 1, 1994 is 2,443,811 shares
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN RICE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)
Three Months Six Months
Ended September 30, Ended September 30,
1994 1993 1994 1993
--------- --------- --------- ---------
Net sales $78,314 $70,346 $184,020 $107,129
Cost of sales 69,264 60,981 163,647 94,085
--------- --------- --------- ---------
Gross profit 9,050 9,365 20,373 13,044
Selling, general and
administrative expenses 5,609 5,695 10,881 7,760
--------- --------- --------- ---------
Operating income 3,441 3,670 9,492 5,284
Interest expense 3,071 2,308 5,969 4,132
Interest income (179) (202) (350) (469)
Minority interest (65) 8 (4) 7
Other expense 85 32 158 480
Earnings on equity invest. 0 0 0 (426)
--------- --------- --------- ---------
Earnings before income taxes
and extraordinary item 529 1,524 3,719 1,560
Provision for income taxes 197 547 1,377 695
--------- --------- --------- ---------
Earnings before
extraordinary item 332 977 2,342 865
Extraordinary item
Gain on debt restructuring,
net of taxes 0 0 0 9,318
--------- --------- --------- ---------
Net earnings $332 $977 $2,342 $10,183
======== ======== ======== ========
Preferred stock dividend
requirements 1,483 1,483 2,965 1,976
--------- --------- --------- ---------
Net earnings (loss) applicable
to common stock ($1,151) ($506) ($623) $8,207
======== ======== ======== ========
Continued on next page
See Notes to Consolidated Financial Statements
Page 1<PAGE>
AMERICAN RICE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
(Unaudited)
Three Months Six Months
Ended September 30, Ended September 30,
1994 1993 1994 1993
--------- --------- --------- ---------
Primary earnings (loss) per
applicable common and
common equivalent share (Note 3):
Earnings (loss) before
extraordinary item ($0.47) ($0.21) ($0.25) $0.88
Extraordinary item $0.00 $0.00 $0.00 2.89
--------- --------- --------- ---------
Net earnings (loss) ($0.47) ($0.21) ($0.25) $3.77
========= ========= ========= =========
Fully diluted earnings (loss)
per applicable common and
common equivalent share (Note 3):
Earnings (loss) before
extraordinary item ($0.47) ($0.21) ($0.25) $0.09
Extraordinary item $0.00 0.00 $0.00 1.31
--------- --------- --------- ---------
Net earnings (loss) ($0.47) ($0.21) ($0.25) $1.40
========= ========= ========= =========
See Notes to Consolidated Financial Statements
Page 2<PAGE>
AMERICAN RICE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
September 30, March 31,
1994 1994
--------- ---------
(Unaudited)
ASSETS
Current assets:
Cash $1,696 $1,721
Accounts receivable 29,273 22,222
Inventories
Raw materials 19,891 26,273
Finished goods 22,322 31,935
Prepaid expenses 1,364 606
Deferred income taxes 3,071 3,691
--------- ---------
Total current assets 77,617 86,448
Net assets of Houston properties held for sale 18,767 18,764
Other assets 16,944 17,635
Receivable from related party 10,818 10,499
Property, plant and equipment, net 42,019 41,724
--------- ---------
Total assets $166,165 $175,070
========= =========
Continued on next page
See Notes to Consolidated Financial Statements
Page 3<PAGE>
AMERICAN RICE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Thousands of Dollars)
September 30, March 31,
1994 1994
--------- ---------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $23,413 $32,876
Accounts payable and accrued expenses 33,085 31,292
Income taxes payable 1,565 1,456
Current portion of long-term debt 6,160 6,060
--------- ---------
Total current liabilities 64,223 71,684
Long-term debt 52,140 56,148
Deferred income taxes 7,096 6,870
Minority interest 65 69
Stockholders' equity (Note 3):
Preferred stock, $1.00 par value; 4,000,000
shares authorized;
Series A- 777,777 convertible shares issued
and outstanding, liquidation preference
of $25.70 per share 778 3,889
Series B- 2,800,000 convertible shares issued
and outstanding 2,800 14,000
Series C- 300,000 shares issued
and outstanding 300 1,500
Common stock, $1.00 par value; 10,000,000
shares authorized; 2,443,892 shares
issued and outstanding 2,444 12,219
Paid-in capital 25,286 0
Retained earnings 11,781 9,439
Cumulative foreign currency translation
adjustments (748) (748)
--------- ---------
Total stockholders' equity 42,641 40,299
--------- ---------
Total liabilities and stockholders' equity $166,165 $175,070
========= =========
See Notes to Consolidated Financial Statements
Page 4<PAGE>
AMERICAN RICE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)
Six Months
Ended September 30,
1994 1993
--------- ---------
OPERATING ACTIVITIES:
Net earnings $2,342 $10,183
Adjustments to reconcile net income to net cash
provided by (used in) in operating activities:
Depreciation and amortization 2,852 2,171
Loss on sale of property 11 366
Gain on debt restructuring 0 (9,318)
Earnings from equity investment 0 (426)
Deferred income taxes, net 846 146
Changes in assets and liabilities that
provided (used) cash:
Accounts receivable (7,051) (3,186)
Inventories 15,995 1,365
Prepaid expenses (758) 216
Other assets (231) (3,689)
Receivable from related party (319) (488)
Accounts payable and accrued expenses 1,793 (4,316)
Income taxes payable 109 400
--------- ---------
Net cash provided by (used in)
operating activities 15,589 (6,576)
INVESTING ACTIVITIES:
Property, plant and equipment additions (2,259) (249)
Proceeds from sales of assets 20 2,901
Cash acquired in acquisition of
American Rice, Inc. 0 12,608
--------- ---------
Net cash provided by (used in)
investing activities (2,239) 15,260
FINANCING ACTIVITIES:
Decrease in notes payable (9,463) (18,068)
Proceeds from issuance of long-term debt 0 65,300
Repayment of long-term debt (3,908) (55,995)
Other, net (4) 0
--------- ---------
Net cash used in
financing activities (13,375) (8,763)
--------- ---------
NET DECREASE IN CASH (25) (79)
CASH:
Beginning of the period 1,721 2,740
--------- ---------
End of the period $1,696 $2,661
========= =========
See Notes to Consolidated Financial Statements
Page 5<PAGE>
<TABLE>
AMERICAN RICE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Six Months Ended September 30, 1994
(Thousands of Dollars)
(Unaudited)
<CAPTION>
Foreign Total
Currency Stock -
Preferred Common Paid-in Retained Translation Holders'
Stock Stock Capital Earnings Adjustments Equity
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance March 31, 1994 $19,389 $12,219 $0 $9,439 ($748) $40,299
Reverse stock split (Note 3) (15,511) (9,775) 25,286 0 0
Net earnings 0 0 0 2,342 0 2,342
--------- --------- --------- --------- --------- ---------
Balance September 30, 1994 $3,878 $2,444 $25,286 $11,781 ($748) $42,641
========= ========= ========= ========= ========= =========
<FN>
See Notes to Consolidated Financial Statements
</TABLE>
Page 6<PAGE>
AMERICAN RICE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation:
The consolidated financial statements presented herein at September 30,
1994 and for each of the three and six month periods ended September 30,
1994 and 1993 are unaudited; however, all adjustments which are, in the
opinion of management necessary for a fair presentation of the financial
position, results of operations and cash flows for the periods covered
have been made and are of a normal, recurring nature. The results of
the interim period are not necessarily indicative of results for the
full year. The consolidated balance sheet at March 31, 1994 is derived
from the March 31, 1994 audited consolidated financial statements but
does not include all disclosures required by generally accepted
accounting principles. Although management believes the disclosures are
adequate, certain information and disclosures normally included in the
notes to the financial statements has been condensed or omitted as
permitted by the rules and regulations of the Securities and Exchange
Commission. These financial statements should be read in conjunction
with the audited financial statements and notes thereto included in
American Rice, Inc.'s ("ARI") Annual Report and Form 10-K for the fiscal
year ended March 31, 1994.
On May 26, 1993, ARI consummated a transaction to acquire substantially
all of the assets of Comet Rice, Inc. ("Comet") and assume all of
Comet's liabilities ("Transaction") in exchange for 14,000,000 shares of
a newly created Series B, $1 par value preferred stock. Comet was a
wholly-owned subsidiary of ERLY Industries Inc. ("ERLY"). The
Transaction is accounted for as a reverse step acquisition of ARI by
ERLY through its subsidiary, Comet.
Because Comet is the acquirer for accounting purposes, the financial
statements presented for the period April 1, 1993 through the date of
the Transaction, May 26, 1993, are those of Comet, not ARI. Operating
results thereafter reflect the combined operations of Comet and ARI.
The following summarized pro forma information assumes the Transaction
occurred on April 1, 1993 (thousands of dollars, except per share):
Six Months Ended
September 30, 1993
--------------------
Net sales $ 133,932
Earnings from continuing operations
before extraordinary item: $ 2,254
Loss from continuing operations before
extraordinary item applicable to common stock: $ (711)
Earnings (loss) per share before
extraordinary item *:
Primary $ (.22)
Fully diluted $ .21
* Average shares outstanding adjusted for
one-for-five reverse stock split (Note 3).
Page 7<PAGE>
2. Statement of Cash Flows
Borrowings under revolving notes in the six months ended September 30,
1994 and 1993 totaled $161.5 and $96.5 million, respectively, and
repayments during the same periods totaled $171.0 and $114.6 million,
respectively. ARI made cash payments for interest and financing fees of
approximately $4.4 million and $3.5 million during the six months ended
September 30, 1994 and 1993, respectively. ARI paid $424 thousand and
$149 thousand for federal and state income taxes during the six months
ended September 30, 1994 and 1993, respectively.
3. Reverse Stock Split
At a special meeting on September 1, 1994, ARI's shareholders approved a
one-for-five reverse stock split for all issues of preferred and common
stock. Trading on the new basis was effective on September 8, 1994. All
per share information in the financial statements has been adjusted for
this reverse stock split.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
On May 26, 1993, ARI consummated a Transaction to acquire substantially
all of the assets of Comet and assume all of Comet's liabilities. Comet
was a wholly-owned subsidiary of ERLY. The Transaction is accounted for
as a reverse step acquisition of ARI by ERLY through its subsidiary,
Comet.
Because Comet is the acquirer for accounting purposes, operating results
for the period April 1, 1993 through the date of the Transaction, May
26, 1993 are those of Comet, not ARI. Operating results thereafter
reflect the combined operations of Comet and ARI.
Results Of Operations
Results of operations are sensitive to the relationship between sales
prices and the cost per hundredweight ("cwt.") of products sold. Because
sales prices in some markets do not fluctuate as rapidly as rough rice
costs and because ARI maintains significant quantities of inventory to
support its diverse operations, results can be significantly affected in
periods of rapid change in price levels. ARI generally has more forward
sales commitments in consumer and other branded markets than in
unbranded commodity markets. In periods of rapidly increasing rough rice
costs, depending upon inventory position, these markets may experience
lower per cwt. profitability. Conversely, in periods of rapidly
decreasing rough rice costs, these markets may experience higher per
cwt. profitability. In unbranded commodity markets, sales prices
typically change faster than in consumer and other branded markets. In
periods of rapidly increasing rough rice costs, depending upon inventory
position, these markets may experience higher per cwt. profitability.
Conversely, in periods of rapidly decreasing rough rice costs, these
markets may experience lower per cwt. profitability.
Rough rice costs approximately doubled in October and November 1993 in
part due to Japan entering the world market to import rice as a result
of a shortage caused by unfavorable weather conditions. From January
through July 1994 costs fell by approximately fifty percent to September
1993 levels as reductions in the Japanese demand became evident when
Page 8<PAGE>
supplies of rice in that country improved and world markets stabilized.
Although rough rice costs are ordinarily volatile, changes of this
magnitude are infrequent. ARI participated heavily in the Japan business
through its California facilities from January through July of 1994.
Sales to Japan are expected to continue, although on a significantly
smaller scale in the near future.
Three Months Ended September 30, 1994 Compared to Three Months Ended
September 30, 1993
Sales for 1994 of $78.3 million increased $8.0 million from the prior
year due to $8.7 million in export sales increases partially offset by
$662 thousand in domestic sales decreases.
Export sales increased due to higher volume. Average export prices were
at about the same level as the prior period. Total export sales volume
increased approximately 650 thousand equivalent rough rice cwt. Exports
to Japan from ARI's California facility and increases in sales of
foreign sourced rice to export markets were partially offset by
decreases in export sales of other U.S. rice.
Gross profit was 12% and 13% of sales for the three months ended
September 30, 1994, and September 30, 1993, respectively. Gross profit
decreased $315 thousand as a result of lower gross profit from ARI's
Texas and Arkansas ("Southern") facilities partially offset by increased
gross profit from ARI's California facility caused by export sales to
Japan. The principal causes of the reduced Southern facilities gross
profit were lower gross profit per cwt. on export sales as a result of
relatively high rice costs in a falling market and a lower proportion of
branded sales in relation to unbranded commodity sales. ARI's branded
export sales historically have a greater gross profit per cwt. than
unbranded commodity sales.
Interest expense of $3.1 million increased $763 thousand due to higher
balances and higher average rates. Interest expense in both periods
includes legal and other expenses directly associated with the debt.
Six Months Ended September 30, 1994 Compared to Six Months Ended
September 30, 1993
Sales for 1994 of $184.0 million increased $76.9 million from the prior
year due to $59.9 million in export sales increases and $17.0 million in
domestic sales increases. As a result of the Transaction, six months of
ARI sales are included in 1994 versus four months in the corresponding
period in 1993. The estimated increase in sales as a result of the
Transaction was approximately $40 million including $20 million in
domestic markets and $20 million in export markets.
Export sales increased due to higher volume and higher average prices.
Total export sales volume increased approximately 6 million equivalent
rough rice cwt. due primarily to increases in sales from ARI's
California facility as a result of exports to Japan and 2.3 million cwt.
in increases as a result of the Transaction. Total average milled rice
prices increased eight percent due primarily to a higher proportion of
branded export sales as a result of the Transaction.
Domestic sales increased primarily as a result of the Transaction. In
addition to sales added by the Transaction, domestic sales increased due
to higher average prices. Average domestic milled rice sales prices
Page 9<PAGE>
increased 59 percent due to the higher value-added retail sales from the
ARI customer base.
Gross profit was 11% and 12% of sales for the six months ended September
30, 1994, and September 30, 1993, respectively, increasing $7.3 million,
due primarily to export sales to Japan from ARI's California facility,
partially offset by decreases in gross profit on sales from ARI's
Southern facilities.
Selling, general and administrative expense of $10.9 million increased
$3.1 million due primarily to advertising and selling expenses
associated with the higher value-added sales from the ARI customer base.
Interest expense of $6.0 million increased $1.8 million due to higher
balances and higher average rates. Interest expense in both periods
includes legal and other expenses directly associated with the debt.
The earnings on equity investment in the period ended September 30, 1993
represents Comet's income from it's investment in ARI prior to the
Transaction.
The extraordinary item in the period ended September 30, 1993 represents
a debt discount (net of income tax provision) from ARI's former lenders
when ARI refinanced the combined indebtedness of ARI and Comet in May
1993.
Liquidity and Capital Resources
The following amounts and ratios are indicative of ARI's liquidity and
ability to meet future funding needs and debt service requirements:
September 30, March 31,
1994 1994
------- --------
Working capital (in millions) $13.4 $14.8
Current ratios 1.21 1.21
(current assets / current liabilities)
Debt ratios .49 .54
(total debt / total assets)
ARI is required by its lenders to maintain a minimum net book value,
working capital, and certain financial ratios. ARI is in compliance
with such financial ratio requirements as of September 30, 1994.
Cash decreased by $25 thousand during the six months ended September 30,
1994 as a result of positive operating results and inventory reductions
offset by repayment of debt and capital expenditures. Cash decreased by
$79 thousand during the six months ended September 30, 1993, as a result
of payables and debt reductions partially offset by cash received as a
result of the Transaction.
Capital expenditures were approximately $2.3 million and $249 thousand
for the six months ended September 30, 1994 and 1993, respectively.
Future capital expenditures are expected to be funded from internally
generated funds.
During the six months ended September 30, 1994, ARI's maximum borrowing
under its $47.5 million line of credit was $34.5 million. At October 3,
Page 10<PAGE>
1994, the borrowing base under the line of credit was $35 million. ARI
is intending to refinance the existing revolver loan in the next twelve
months either by renewing the line with the existing lenders, or
obtaining a new revolving credit line from a new lender.
ARI's term and revolving debt agreements require ERLY to guarantee the
debt of ARI even though ARI management believes that ERLY will not be a
source of additional financing to ARI. These agreements also provide
the lenders with the option of accelerating repayment of the ARI debt
and terminating the agreements under certain conditions related to
ERLY's ability to meet its obligations as they come due, and to remain
in compliance with its debt agreements. Consequently, the ARI debt
contains cross default provisions with the debt of ERLY.
For several years prior to fiscal 1994, ERLY incurred substantial
operating losses. In addition, ERLY has certain obligations due in
fiscal 1995 which it will be unable to meet without selling assets or
refinancing such indebtedness. ERLY management has told ARI management
it believes that it can meet its obligations as they become due.
ARI's management does not believe that the lenders will accelerate
repayment of the outstanding loans or terminate the agreements based on
ERLY's financial condition or ERLY's ability to comply with its debt
covenants. However, if the lenders were to take such actions, ARI's
management believes that ARI would be able to repay and/or replace such
debt and borrowing capacity as these obligations become due.
ARI's Board of Directors previously adopted a resolution authorizing its
management to sell 39 acres of land in Houston. The proceeds of any such
sale, when and if it occurs, are required by the terms of ARI's debt
agreements to be used to reduce debt. Management believes that the net
realizable value of this property exceeds its carrying value.
ARI's Preferred B and C stock carries annual cumulative, non-
participating dividends of $5.2 million and $750 thousand respectively.
No dividends have been declared or paid as of September 30, 1994. As of
September 30, 1994, the Preferred B dividends accumulated but not
declared are $6.9 million and the Preferred C dividends accumulated but
not declared are $1 million.
On April 15, 1994, ARI entered into a joint venture agreement with
Vinafood II, a company owned by the Ministry of Agriculture of the
government of Vietnam. The agreement provides that ARI and Vinafood II
will jointly operate a mill in the city of Can Tho, Vietnam. The joint
venture will be 55 percent owned by ARI and 45 percent owned by Vinafood
II. The agreement specifies that the ARI will contribute capital in the
form of cash and equipment totaling $3 million over a four year period
beginning with the date the operating license was issued by the
Vietnamese government, October 15, 1994. ARI will also contribute
management expertise and use of tradenames.
On October 21, 1994, ARI entered into an agreement with Rice Milling &
Trading Investments Limited ("RMTI"), an Isle of Man company. The
agreement provides that ARI will be the exclusive supplier of U.S. and
Vietnam origin rice to RMTI and that RMTI will process, pack and
warehouse this rice on an exclusive basis for ARI in the Kingdom of
Saudi Arabia at RMTI's new facility in Jeddah, Saudi Arabia. Also
pursuant to the agreement, ARI will provide all key supervisory and
quality control personnel at the new RMTI facility.
Page 11<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - none
Item 2. Changes in Securities
At a special meeting on September 1, 1994, ARI's shareholders approved a
one-for-five reverse stock split for all issues of preferred and common
stock. Trading on the new basis was effective on September 8, 1994.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11.1 Computation of Earnings Per Share.
27 Financial Data Schedule
(b) During the quarter ended September 30, 1994, Registrant did not
file any Form 8-K Reports.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
American Rice, Inc.
-------------------
Registrant
/S/ Joe Westover
----------------------
Vice-President /
Controller
Page 12<PAGE>
Exhibit 11.1
AMERICAN RICE, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(Thousands of Dollars Except Per Share Data)
Three Months Six Months
Ended September 30Ended September 30
1994 1993 1994 1993
------- ------- ------- -------
PRIMARY EARNINGS (LOSS) PER SHARE *
Earnings before
extraordinary item $332 $977 $2,342 $865
Extraordinary item 0 0 0 9,318
------- ------- ------- -------
Net earnings 332 977 2,342 10,183
Less dividends on preferred stock:
Series B (1,295) (1,295) (2,590) (1,726)
Series C (188) (188) (375) (250)
------- ------- ------- -------
(1,483) (1,483) (2,965) (1,976)
------- ------- ------- -------
Earnings (loss) applicable to
common stock ($1,151) ($506) ($623) $8,207
======= ======= ======= =======
Average common and common
equivalent shares outstanding:
Common 2,444 2,444 2,444 2,444
Preferred Series A ** ** ** 778
------- ------- ------- -------
2,444 2,444 2,444 3,222
======= ======= ======= =======
Primary earnings (loss) per share:
Loss before
extraordinary item ($0.47) ($0.21) ($0.25) ($0.34)
Extraordinary item 0.00 0.00 0.00 2.89
------- ------- ------- -------
Earnings (loss) per share
applicable to common stock ($0.47) ($0.21) ($0.25) $2.55
======= ======= ======= =======
* See Note 3 to Consolidated Financial Statements
** Antidilutive
Continued on next page
<PAGE>
Exhibit 11.1 (Continued)
AMERICAN RICE, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(Thousands of Dollars Except Per Share Data)
Three Months Six Months
Ended September 30Ended September 30
1994 ** 1993 ** 1994 ** 1993
------- ------- ------- -------
FULLY DILUTED EARNINGS PER SHARE *
Earnings before
extraordinary item $332 $977 $2,342 $865
Extraordinary item 0 0 0 9,318
------- ------- ------- -------
Net earnings 332 977 2,342 10,183
Less dividends on preferred stock:
Series C (188) (188) (375) (250)
------- ------- ------- -------
Earnings applicable to
common stock $144 $789 $1,967 $9,933
======= ======= ======= =======
Average common and common
equivalent shares outstanding:
Common 2,444 2,444 2,444 2,444
Preferred Series A 778 778 778 778
Preferred Series B 5,600 5,600 5,600 3,886
------- ------- ------- -------
8,822 8,822 8,822 7,108
======= ======= ======= =======
Fully diluted earnings per share:
Earnings before
extraordinary item $0.02 $0.09 $0.22 $0.09
Extraordinary item 0.00 0.00 0.00 1.31
------- ------- ------- -------
Earnings per share applicable
to common stock $0.02 $0.09 $0.22 $1.40
======= ======= ======= =======
* See Note 3 to Consolidated Financial Statements
** This calculation is presented in accordance with Regulation S-K item
601(b)(11) although it is contrary to paragraphs 14, 30, and 40 of APB
Opinion No. 15 because it produces an antidilutive result. The Opinion
provides that a computation on a fully diluted basis which results in
an improvement in earnings per share when compared to primary earnings
per share (antidilution) not be taken into account. Therefore, fully
diluted earnings per share reported in the income statement are the
same as primary earnings per share.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-END> SEP-30-1994
<PERIOD-TYPE> 6-MOS
<CASH> 1,696
<SECURITIES> 0
<RECEIVABLES> 35,578
<ALLOWANCES> 6,305
<INVENTORY> 42,213
<CURRENT-ASSETS> 77,617
<PP&E> 57,772
<DEPRECIATION> 15,753
<TOTAL-ASSETS> 166,165
<CURRENT-LIABILITIES> 64,223
<BONDS> 0
0
3,878
<COMMON> 2,444
<OTHER-SE> 36,319
<TOTAL-LIABILITY-AND-EQUITY> 42,641
<SALES> 184,020
<TOTAL-REVENUES> 184,020
<CGS> 163,647
<TOTAL-COSTS> 163,647
<OTHER-EXPENSES> 11,035
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,619
<INCOME-PRETAX> 3,719
<INCOME-TAX> 1,377
<INCOME-CONTINUING> 2,342
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,342
<EPS-PRIMARY> (0.25)
<EPS-DILUTED> (0.25)
</TABLE>
