FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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 0-20227
Tracor, Inc.
(Exact name of registrant as specified in its charter)
Delaware 74-2618088
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6500 Tracor Lane, Austin, Texas
78725-2000
(Address of principal executive offices)
(Zip Code)
512/926-2800
(Registrant's telephone number, including area code)
N/A
(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 (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 ____
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.
Yes ____ No ____
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the last practicable date.
Common stock 24,915,574 shares
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TRACOR
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
June 30, December 31,
1997 1996
------------ ------------
(Unaudited) (Audited)
ASSETS (in thousands, except share data)
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 12,317 $ 36,758
Accounts receivable 242,930 222,899
Inventories 12,388 12,456
Assets held for sale 3,530 3,530
Prepaid expenses and other 21,874 15,792
Restricted cash 5,000 1,750
Deferred income taxes 26,829 26,829
-------- --------
Total current assets 324,868 320,014
Property, plant, and equipment, net 118,071 117,463
Goodwill, net 234,214 236,047
Other intangibles, net 10,434 12,947
Restricted cash 22,289 30,094
Prepaid pension costs 10,225 14,980
Deferred charges and other assets 10,158 13,409
-------- --------
Total assets $730,259 $744,954
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $166,589 $154,872
Current portion of long-term debt 5,568 24,712
-------- --------
Total current liabilities 172,157 179,584
Long-term debt, less current portion 278,978 292,172
Deferred revenue 10,870 15,625
Other long-term liabilities 33,849 34,656
Shareholders' equity:
Preferred stock, par value $.01 per
share: 1,000,000 shares authorized;
no shares issued or outstanding -- --
Common stock, par value $.01 per share:
53,000,000 shares authorized;
shares issued and outstanding:
24,895,187 net of 11,346 shares in
treasury in 1997 and 24,754,303 net
of 3,411 shares in treasury in 1996 249 247
Additional capital paid in 126,535 125,839
Retained earnings 107,621 96,831
-------- --------
Total shareholders' equity 234,405 222,917
-------- --------
Total liabilities and shareholders' equity $730,259 $744,954
======== ========
</TABLE>
See notes to unaudited condensed consolidated financial statements.
<PAGE>
TRACOR
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------- -------------------
1997 1996 1997 1996
---- ---- ---- ----
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Net sales $312,667 $267,372 $610,131 $496,419
Cost of sales 253,196 216,097 492,839 398,435
-------- -------- -------- --------
Gross profit 59,471 51,275 117,292 97,984
Selling, administrative,
and general expenses 33,679 29,565 65,385 56,827
-------- -------- -------- --------
Earnings before interest,
income taxes, and
extraordinary loss 25,792 21,710 51,907 41,157
Interest expense, net 6,186 7,127 13,138 12,810
-------- ------- -------- --------
Income before income taxes and
extraordinary loss 19,606 14,583 38,769 28,347
Income taxes 9,095 6,586 17,994 12,689
-------- ------- -------- --------
Income before extraordinary loss 10,511 7,997 20,775 15,658
Extraordinary loss from early
extinguishment of debt, net of
income tax benefit of $7,084 - - 9,985 -
-------- -------- -------- --------
Net income $ 10,511 $ 7,997 $ 10,790 $ 15,658
======== ======== ======== ========
Net income per common and
common equivalent share:
Income before extraordinary
loss $.39 $.34 $.77 $.66
Extraordinary loss - - (.37) -
---- ---- ---- ----
Net income $.39 $.34 $.40 $.66
==== ==== ==== ====
</TABLE>
See notes to unaudited condensed consolidated financial statements.
<PAGE>
TRACOR
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
Six Months Ended
June 30,
-----------------------
1997 1996
---- ----
(in thousands)
<S> <C> <C>
Operating activities:
Net income $ 10,790 $ 15,658
Adjustments to reconcile net income to net
cash provided by operating activities:
Extraordinary loss from early
extinguishment of debt, net of
income tax benefit 9,985 -
Depreciation of property, plant, and
equipment 9,113 8,533
Amortization of goodwill 4,595 2,602
Amortization of other intangibles 2,435 2,821
Decrease in prepaid pension costs 4,755 4,476
Decrease in debt issuance costs 910 1,465
Decrease in deferred revenue (4,755) (4,476)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (20,681) 8,602
Increase in inventories and prepaid expenses (2,188) (7,796)
Increase (decrease) in accounts payable and
accrued expenses 4,757 (6,764)
Increase in accrued income taxes 11,325 5,605
Increase in other, net (1,929) (938)
-------- --------
Net cash provided by operating activities 29,112 29,788
Investing activities:
Purchases of property, plant, and equipment (9,732) (6,322)
Acquisition of businesses, net of cash acquired (3,010) (108,287)
------- --------
Net cash used in investing activities (12,742) (114,609)
Financing activities:
Payments of long-term debt and revolving
credit facility (331,211) (89,894)
Proceeds from issuance of long-term debt and
revolving credit facility 304,105 180,000
Payment of premium to retire long-term debt (7,504) -
Payment of debt issuance costs (6,749) (5,191)
Payment of stock issuance costs - (1,518)
Exercise of stock options and Series A warrants 548 450
-------- --------
Net cash provided by (used in)
financing activities (40,811) 83,847
Decrease in cash and cash equivalents (24,441) (974)
Cash and cash equivalents at beginning of period 36,758 59,478
-------- --------
Cash and cash equivalents at end of period $ 12,317 $ 58,504
======== ========
</TABLE>
See notes to unaudited condensed consolidated financial statements.
<PAGE>
TRACOR
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1997
Note A -- Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of
Tracor, Inc. (Tracor or the Company) 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 notes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments, consisting of normal recurring items, considered necessary
for a fair presentation have been included. Operating results for the
quarter and the six-month period ended June 30, 1997, are not necessarily
indicative of the results that may be expected for the year ending
December 31, 1997. For further information, refer to the Company's
consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K as of December 31, 1996.
Note B -- Income Taxes
The effective income tax rate for the quarter and the six-month period
ended June 30, 1997, is based on the expected annual rate for federal,
state, and foreign income taxes.
Note C -- Net Income Per Common and Common Equivalent Share
Primary and fully diluted net income per share amounts for the quarter
and the six-month period ended June 30, 1997, are computed in accordance
with the treasury stock method using the weighted average common shares
outstanding and equivalents assuming the exercise of all outstanding dilutive
warrants and options for common shares. The weighted average common and
common equivalent shares used in the fully diluted calculation were
26,883,000 for the quarter and 26,873,000 for the six-month period ended
June 30, 1997. For both periods presented, the primary and fully diluted
net income per share calculations yielded the same amount.
Recently Issued Accounting Standards
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted
for financial statements issued for periods ending after December 15,
1997. At that 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, the presentation of primary
earnings per share is replaced with a presentation of basic earnings per
share, the calculation of which excludes the dilutive effect of common
stock equivalents. The impact is expected to result in a basic earnings
per share before extraordinary loss for the quarters ended June 30, 1997,
and 1996, of $.42 and $.51, respectively, or an increase of $.03 and
$.17, respectively, over the currently disclosed primary earnings per
share. Basic earnings per share before extraordinary loss for the
six-month periods ended June 30, 1997, and 1996, are expected to be $.84 and
$1.05, respectively, or an increase of $.07 and $.39, respectively, over
the currently disclosed primary earnings per share. There is no impact
on the fully diluted earnings per share calculation for the quarter and
the six-month period ended June 30, 1997, or for the quarter ended June
30, 1996; however, the impact of Statement No. 128 on the six-month
period ended June 30, 1996, is an increase of $.02.
Note D -- Long-term Debt
On February 14, 1997, Tracor commenced a tender offer to purchase for
cash up to the entire $115,947,000 outstanding principal amount of its 10
7/8% Senior Subordinated Notes due 2001 (Old Notes) and a related
solicitation of consents to modify certain other terms of the indentures
under which the Old Notes were issued. On February 17, 1997, the Company
also commenced a private placement offering (Offering) of $250 million
aggregate principal amount of 8 1/2% Senior Subordinated Notes due 2007
(New Notes). The Offering was conditioned upon receipt of consents and
tenders representing at least a majority in aggregate principal amount of
Old Notes outstanding. On March 14, 1997, Tracor consummated the tender
offer and purchased for cash $112,891,000 of Old Notes. On July 14, 1997,
Tracor issued a notice of redemption for the remaining $3,056,000 of Old
Notes. Under the terms of the indenture, Tracor will redeem the notes on
August 15, 1997, at a redemption price of 104.661%. Upon completion of
the Offering, the Company also refinanced its outstanding indebtedness
under its existing bank agreement and entered into a new bank credit
facility (New Bank Credit Facility) providing for a five-year revolving
credit facility in the initial principal amount of $200 million.
Interest on the New Notes is payable semiannually commencing September 1,
1997. The New Notes are redeemable in whole or in part at the option of
the Company on or after March 1, 2002, at specified redemption prices.
In addition, prior to March 1, 2000, the Company, at its option, may
redeem certain percentages of the aggregate principal amount of the New
Notes with the net cash proceeds of one or more public equity offerings
at specified redemption prices. The New Notes are general unsecured
obligations of the Company and are subordinated in right of payment to
all existing and future senior indebtedness of the Company. The New
Notes were subject to a registration rights agreement, pursuant to which
Tracor filed a registration statement on April 1, 1997, and exchanged the
New Notes for identical registered senior subordinated notes of the
Company.
The New Bank Credit Facility is subject to commitment reductions of $25
million on February 28, 2000, and $50 million on February 28, 2001.
Certain mandatory prepayments are also required. All of Tracor's stock
in certain of its domestic, wholly owned subsidiaries is pledged under
the New Bank Credit Facility, and all borrowings are guaranteed by such
subsidiaries.
The New Bank Credit Facility bears interest at Tracor's option either at
the lender's base rate plus up to .75% or the eurodollar rate plus .625%
to 1.75% in each case based on certain financial ratios, as defined.
Interest on base rate loans is payable quarterly, and interest on
eurodollar loans is payable at the end of the applicable interest period
or every three months in the case of interest periods in excess of three
months. A commitment fee ranging from .25% to .375% per annum is charged
on the unused revolving loans and is payable quarterly in arrears. Each
letter of credit bears customary fees and administrative charges. At
June 30, 1997, the Company had outstanding letters of credit totaling $39
million relating to commitments for performance on certain contracts with
foreign customers and as collateral on certain insurance policies.
The New Bank Credit Facility and New Notes contain covenants which, among
other things, impose limitations and restrictions on the incurrence of
additional indebtedness, capital expenditures, future mergers and
acquisitions, sales of assets, and payment of dividends. In addition,
Tracor is required to satisfy certain financial covenants relating to,
among other matters, interest coverage, working capital, leverage, and
net worth.
The purchase of the Old Notes in the first quarter resulted in an
extraordinary charge of approximately $10.0 million, net of an income tax
benefit of $7.1 million, consisting of $7.5 million premium to retire the
Old Notes and a $9.6 million write-off of unamortized debt issuance
costs. The redemption of the remaining Old Notes in the third quarter is
expected to result in an extraordinary charge of approximately
$83,300, consisting of a $142,400 premium to retire the Old Notes net of
an income tax benefit of $59,100.
Note E -- Acquisitions
During the second quarter of 1997, a payment of $5.3 million was made on
the $26.5 million note payable issued as consideration in the acquisition
of Cordant Holdings, Inc. (Cordant). The $21.2 million remaining balance
of this note is payable upon the resolution of a former Cordant minority
shareholder's lawsuit. The $5 million promissory note also issued in the
acquisition is related to indemnification claims and is payable June 30,
1998. Both promissory notes are supported by irrevocable standby letters
of credit which are fully collateralized by cash escrow deposits. The $5
million promissory note and an equal amount of the restricted cash are
recorded as current portion of long-term debt and current restricted
cash, respectively. The remaining promissory note and restricted cash
are classified as long-term.
For each of the major acquisitions completed in 1996, Tracor recorded
estimated liabilities related to the planned elimination of certain
duplicative corporate functions and the consolidation of operating
facilities. Estimated liabilities totaling $2.9 million for employee
severance and excess facilities costs were established related to the
Cordant acquisition. As of June 30, 1997, approximately $914,000 of such
costs have been incurred. Approximately $4.9 million of costs has been
incurred related to the estimated liabilities of $6 million established
in conjunction with the acquisition of AEL Industries, Inc. (AEL). These
liabilities were established for employee severance, relocation costs,
facility closing-related costs, and other miscellaneous liabilities. No
adjustments to these liabilities were recorded during the quarter.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Business Environment
Approximately 73% of the products, systems, and services of Tracor, Inc.
and its subsidiaries (Tracor or the Company) are sold to the U.S.
Department of Defense (DOD) through direct contracts or through
subcontracts with other U.S. government contractors. Beginning in the
mid-1980s, the defense industry in general was negatively impacted by the
perceived reduction of threats from the former Soviet Union and eastern
European countries and, more recently, by competing demands upon the
federal budget. While this has resulted in a U.S. defense budget that
has decreased in real dollars, adjusted for inflation, over the last
decade, it has recently begun to stabilize. A substantial portion of the
Company's DOD sales are funded by the operations and maintenance segment
of the defense budget in areas which are among today's top priorities.
This segment has declined less than other segments of the budget as
readiness priorities have emerged. It is now the largest segment of the
defense budget and is projected to comprise more than one-third of the
defense budget over the next decade. The electronics content of the
operations and maintenance segment, as well as the procurement portion of
the budget, is expected to experience a modest increase over this same
time frame. Tracor's ability to benefit from this upturn is enhanced by
its substantial positions in the electronic warfare, mission planning, and
imagery markets.
Budget reductions have also driven the DOD and other U.S. government
agencies to pursue products and services which rapidly improve their
operating efficiency. This, in turn, has triggered a substantial
increase in the demand for state-of-the-art computer equipment and
software systems and major change in the government's method for
acquiring information technology, moving to large government-wide
acquisition contract vehicles. Following the acquisition of Cordant, the
Company formed Tracor Information Systems Company, by uniting Cordant,
Quality Systems, Inc. and the Software Center of Excellence. During the
quarter, these information technology business units were united with
Tracor's GDE Systems, Inc. to further strengthen the Company's ability to
effectively address the rapidly growing information technology market for
both DOD and nondefense customers. Information systems has been the
fastest growing business area within Tracor.
The contraction of the defense budget in recent years and the resulting
excess capacity and increase in competition for contracts among defense
companies have resulted in a major consolidation in the industry.
Through internal growth and several acquisitions, the Company has
substantially increased its revenue base. It has also reduced combined
overhead costs through staff reductions, facilities consolidations,
process improvements, and the elimination of certain other duplicative
costs. These efficiencies and increased revenue base have enhanced
Tracor's cost competitiveness in bidding on new contracts and recompetes
of existing contracts. While acquisition price expectations have
increased, management believes the ongoing consolidation within the
defense industry will continue to present opportunities for additional
selected acquisitions at prices which meet the Company's objectives.
While the long-term impact of changes in the defense budget and the
industry consolidation cannot be predicted with certainty, management
believes the Company is well positioned to continue to leverage its
strengths and successes in systems engineering, information systems,
and aerospace products for the U.S. defense and intelligence
marketplaces and increase its ongoing diversification efforts into
foreign defense markets, nondefense U.S. government markets, and selected
commercial markets.
Financial Condition
Working capital was $152.7 million at June 30, 1997, up from $140.4
million at December 31, 1996, due primarily to the reduction in the
current portion of long-term debt as the result of the debt refinancing.
The ratio of current assets to current liabilities was 1.9 at June 30,
1997, compared to 1.8 at December 31, 1996. Cash generated from
operating activities decreased slightly compared to the same period in
the prior year. The current year increase in accounts receivable is due
to the timing of billings and collections and is expected to be temporary.
Prior year decreases in accounts receivable were the result of increased
billings and collections associated with contract deliveries. Increases
in accounts payable and accrued liabilities and accrued taxes payable are
due to the timing of payments and are expected to be temporary.
Investing activities for the six-month period included the acquisition of
the Visual Information Technology (VITec) division from Connectware, Inc.
for $2.5 million and the payment of approximately $400,000 to complete
the prior year acquisition of Aerial Data Reduction Associates, Inc.
Capital expenditures incurred during the six-month period were $9.7
million. The Company's operations typically do not require large capital
expenditures, and there were no material capital commitments at June 30,
1997.
On March 14, 1997, Tracor completed the Offering of the New Notes and
entered into the New Bank Credit Facility. The Offering resulted in
proceeds of $249 million and $42 million was borrowed under the New Bank
Credit Facility at the time of the refinancing. These proceeds were used
to retire the Old Notes plus accrued interest ($114 million), retire the
existing bank credit facility plus accrued interest ($160.3 million), pay
a $7.5 million premium to retire the Old Notes, and pay approximately $6.7
million of debt issuance costs. The Company repaid the $42 million
borrowed under the New Bank Credit Facility prior to the end of the first
quarter. Borrowings under the facility during the second quarter, $13.1
million, were repaid prior to June 30, 1997.
At June 30, 1997, the Company had outstanding letters of credit of
approximately $39 million, leaving $161 million available under the $200
million New Bank Credit Facility. Existing letters of credit secure
performance commitments on certain contracts with foreign customers and
serve as collateral for certain insurance policies.
At June 30, 1997, Tracor had firm backlog, which includes funded and
unfunded contractual commitments, of $1.1 billion, as compared to $1.0
billion at December 31, 1996. Approximately 79% of firm backlog
represents contracts with agencies of the U.S. government or its prime
contractors, and about 66% is expected to be earned within one year. In
addition, the Company's backlog of unexercised contract options on U.S.
government contracts was $2.0 billion at June 30, 1997, compared to $1.6
billion at December 31, 1996.
Cash from continuing operations and amounts available under the $200
million New Bank Credit Facility will provide the necessary resources to
allow the Company to meet its obligations, fund capital equipment
requirements, and pursue its business strategy. In addition, the
long-term debt refinancing completed in the first quarter has provided
the Company with the financial flexibility to pursue further acquisitions
in the ongoing U.S. defense industry consolidation.
Results of Operations
Quarter and Six-Month Period Ended June 30, 1997, Versus Quarter and
Six-Month Period Ended June 30, 1996
Sales for the quarter and the six-month period ended June 30, 1997,
increased 17% and 23%, respectively, over the same periods in the prior
year. Approximately 70% of the increase for the quarter and 66% of the
increase for the six-month period are attributable to companies acquired
during 1996. Excluding the results of acquired companies, sales
increased 5% for the quarter and 8% for the six-month period due
primarily to increased activity or new contracts for information systems,
systems engineering, and several aircraft programs, including C-38A
aircraft, MD-95 commercial aircraft structures, and sub-scale target
drones.
Earnings before interest, taxes, and extraordinary loss increased
19% for the quarter due to increased sales and improved profits on
information systems and aircraft programs, including C-38A aircraft,
MD-95 commercial aircraft structures, and sub-scale target drones.
The increase for the six-month period, 26%, is attributable to
increases in the same areas, as well as improved profits on systems
engineering contracts.
Interest expense for the quarter ended June 30, 1997, decreased 13%
compared to the second quarter of 1996. The debt refinancing completed
late in the first quarter resulted in decreased interest and amortization
expense of deferred loan costs of $1.9 million. This decrease was offset
by interest expense on contract advance payments of $320,000 and reduced
investment interest income of $630,000 compared to the prior year.
Interest expense for the six-month period ended June 30, 1997, was
slightly higher than the prior period in 1996 due to higher average term
debt balances before the refinancing was completed in March 1997. In
addition, interest expense on contract advance payments increased in the
first quarter of 1997 and investment interest income declined.
The effective tax rate for the quarter and the six-month period increased
from approximately 45% in 1996 more than 46% in 1997 due to the
increase in nondeductible goodwill amortization expense resulting from
the AEL and Cordant acquisitions in 1996.
The extraordinary loss recorded in the first quarter of 1997 is a
charge related to the early retirement of long-term debt and is
comprised of a $9.6 million write-off of unamortized debt issuance costs
and a $7.5 million premium to retire the Old Notes, net of an income tax
benefit of $7.1 million.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of the Corporation was held on April
22, 1997. A brief description of the matters voted upon at the meeting
and the number of votes cast for, against or withheld, abstentions, and
broker non-votes is hereafter displayed.
1. Election of Directors
Director Votes Votes Broker
Name For Withheld Non-votes
--------- ---------- -------- ---------
W. Conway 17,236,937 10,462 7,525,292
B. Marbut 17,236,806 10,593 7,525,292
2. Amendment of the 1995 Stock Plan for Employees of Tracor, Inc. and
Subsidiaries to increase the number of shares to be issued under the
plan from 1,000,000 to 2,000,000
Votes Votes Votes Broker
For Against Abstained Non-votes
---------- --------- --------- ---------
14,638,744 2,593,057 15,598 7,525,292
3. Ratification of the selection by the Board of Directors of Ernst &
Young LLP as independent auditors for 1997
Votes Votes Votes Broker
For Against Abstained Non-votes
----------- --------- --------- ---------
17,230,666 6,225 10,508 7,525,292
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits.
11. Statement regarding computation of net income per common
and common equivalent share.
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.
Tracor, Inc.
Date: August 14, 1997 By: /s/ Robert K. Floyd
-----------------------
Robert K. Floyd
Vice President and
Chief Financial Officer
Exhibit 11
TRACOR
COMPUTATION OF NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE
(in thousands, except per share amounts)
<TABLE>
Three Months Ended Six Months Ended
June 30, June 30,
------------------- ------------------
1997 1996 1997 1996
---- ---- ---- ----
Primary:
<S> <C> <C> <C> <C>
Income before extraordinary loss $10,511 $ 7,997 $20,775 $15,658
Interest expense adjustment, net of
income taxes - - - 424
------- ------- ------- -------
Adjusted net income before
extraordinary loss 10,511 7,997 20,775 16,082
Extraordinary loss - - (9,985) -
------- ------- ------- -------
Adjusted net income $10,511 $ 7,997 $10,790 $16,082
======= ======= ======= =======
Weighted average common shares outstanding 24,836 15,675 24,806 14,920
Weighted average common share equivalents:
Assumed exercise of warrants 1,193 9,890 1,210 10,969
Assumed exercise of options 2,007 1,730 1,914 1,608
Assumed purchase of common shares for treasury (1,219) (3,704) (1,148) (3,268)
Net weighted average additional shares issuable 1,981 7,916 1,976 9,309
------- ------- ------- -------
Common and common equivalent shares 26,817 23,591 26,782 24,229
======= ======= ======= =======
Income per common and common equivalent share:
Income before extraordinary loss $.39 $.34 $.77 $.66
Extraordinary loss - - (.37) -
---- ---- ---- ----
Net income $.39 $.34 $.40 $.66
==== ==== ==== ====
Fully diluted:
Income before extraordinary loss $10,511 $ 7,997 $20,775 $15,658
Interest expense adjustment, net of income taxes - - - 360
------- ------- ------- -------
Adjusted net income before extraordinary loss 10,511 7,997 20,775 16,018
Extraordinary loss - - (9,985) -
------- ------- ------- -------
Adjusted net income $10,511 $ 7,997 $10,790 $16,018
======= ======= ======= =======
Weighted average common shares outstanding 24,836 15,675 24,806 14,920
Weighted average common share equivalents:
Assumed exercise of warrants 1,193 9,890 1,210 10,969
Assumed exercise of options 2,007 1,730 1,914 1,608
Assumed purchase of common shares for treasury (1,153) (3,704) (1,057) (3,268)
------- ------- ------- -------
Net weighted average additional shares issuable 2,047 7,916 2,067 9,309
------- ------- ------- -------
Common and common equivalent shares 26,883 23,591 26,873 24,229
======= ======= ======= =======
Income per common and common equivalent share:
Income before extraordinary loss $.39 $.34 $.77 $.66
Extraordinary loss - - (.37) -
---- ---- ---- ----
Net income $.39 $.34 $.40 $.66
==== ==== ==== ====
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-END> JUN-30-1997 JUN-30-1997
<CASH> 12317 0
<SECURITIES> 0 0
<RECEIVABLES> 242930 0
<ALLOWANCES> 0 0
<INVENTORY> 12388 0
<CURRENT-ASSETS> 324868 0
<PP&E> 174408 0
<DEPRECIATION> 56337 0
<TOTAL-ASSETS> 730259 0
<CURRENT-LIABILITIES> 172157 0
<BONDS> 278978 0
0 0
0 0
<COMMON> 249 0
<OTHER-SE> 234156 0
<TOTAL-LIABILITY-AND-EQUITY> 744954 0
<SALES> 610131 312667
<TOTAL-REVENUES> 610131 312667
<CGS> 492839 253196
<TOTAL-COSTS> 492839 253196
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 13138 6168
<INCOME-PRETAX> 38769 19606
<INCOME-TAX> 17994 9095
<INCOME-CONTINUING> 20775 10511
<DISCONTINUED> 0 0
<EXTRAORDINARY> (9985) 0
<CHANGES> 0 0
<NET-INCOME> 10790 10511
<EPS-PRIMARY> 0.4 0.39
<EPS-DILUTED> 0.4 0.39
