- - ------------------------------------------------------------------------------
UNITED STATES
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 June 30, 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 1-10307
------------------------------
IMPERIAL HOLLY CORPORATION
(Exact name of registrant as specified in its charter)
Texas 74-0704500
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Imperial Square, Suite 200, P.O. Box 9, Sugar Land, Texas 77487
(Address of principal executive offices, including Zip Code)
(713) 491-9181
(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 / /
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of August 9, 1994.
10,261,963 shares.
Exhibit Index Appears on Page 14
Page 1 of 20 Pages
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<PAGE>
IMPERIAL HOLLY CORPORATION
Index
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Consolidated Statement of Changes in
Shareholders' Equity 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
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<PAGE>
PART I - FINANCIAL INFORMATION
IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1994 March 31, 1994
(UNAUDITED)
------------- --------------
ASSETS (In Thousands of Dollars)
CURRENT ASSETS:
Cash and temporary investments $ 1,851 $ 555
Marketable securities 28,068 28,334
Accounts receivable 47,221 43,856
Advances on raw sugar purchase contract 7,112 --
Inventories:
Finished products 83,067 110,671
Raw and in-process materials 27,415 22,370
Supplies 11,658 11,688
Manufacturing costs prior to production 17,460 13,573
Prepaid expenses 3,534 4,604
--------- ---------
Total current assets 227,386 235,651
OTHER INVESTMENTS 6,513 6,553
PROPERTY, PLANT AND EQUIPMENT 267,151 267,145
Less accumulated depreciation (129,147) (125,911)
--------- ---------
Property, plant and equipment, net 138,004 141,234
OTHER ASSETS 10,126 10,222
--------- ---------
TOTAL $ 382,029 $ 393,660
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable -- trade $ 55,557 $ 43,767
Short-term borrowings 56,717 77,438
Current maturities of long-term debt 84 84
Other current liabilities 28,440 30,318
--------- ---------
Total current liabilities 140,798 151,607
LONG-TERM DEBT 100,039 100,044
DEFERRED TAXES AND OTHER CREDITS 27,141 27,272
SHAREHOLDERS' EQUITY
Preferred stock -- --
Common stock 31,833 31,780
Retained earnings 80,448 79,862
Unrealized securities gains -- net 2,479 3,804
Pension liability adjustment (709) (709)
--------- ---------
Total shareholders' equity 114,051 114,737
--------- ---------
TOTAL $ 382,029 $ 393,660
========= =========
See notes to consolidated financial statements.
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<PAGE>
IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended
June 30,
-----------------------------
1994 1993
------------ ------------
(In Thousands of Dollars)
NET SALES $149,324 $168,079
------------ ------------
COSTS AND EXPENSES:
Cost of sales 134,451 150,403
Selling, general and administrative 13,621 16,119
------------ ------------
Total 148,072 166,522
------------ ------------
OPERATING INCOME 1,252 1,557
INTEREST EXPENSE (2,633) (2,759)
REALIZED SECURITIES GAINS -- NET 1,622 454
OTHER INCOME -- Net 1,337 95
------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES 1,578 (653)
PROVISION (CREDIT) FOR INCOME TAXES 582 (288)
------------ ------------
NET INCOME (LOSS) $996 $(365)
============ ============
EARNINGS (LOSS) PER SHARE OF COMMON STOCK $0.10 $(0.04)
============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING 10,256,331 10,203,728
============ ============
See notes to consolidated financial statements.
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<PAGE>
IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
June 30
-------------------------
1994 1993
--------- ---------
(In Thousands of Dollars)
OPERATING ACTIVITIES:
Net income $ 996 $ (365)
Adjustments for non-cash and non-operating
items:
Depreciation 3,640 4,113
Other (2,877) (186)
Working capital changes:
Receivables (3,365) 704
Advances on raw sugar purchase contract (7,112) --
Inventory 22,589 (11,665)
Deferred and prepaid costs (2,817) 969
Accounts payable 11,790 8,721
Other liabilities (1,299) (1,325)
--------- ---------
Operating cash flow 21,545 966
--------- ---------
INVESTMENT ACTIVITIES:
Capital expenditures (1,790) (2,758)
Investment in marketable securities (3,348) (1,813)
Proceeds from sale of marketable securities 3,191 3,013
Proceeds from sale of fixed assets 2,783 4
Other 6 (67)
--------- ---------
Investing cash flow 842 (1,621)
--------- ---------
FINANCING ACTIVITIES:
Short-term debt:
Bank borrowings - net (9,941) 16,253
CCC borrowings - advances 16,928 --
CCC borrowings - repayments (27,708) (20,329)
Repayment of long-term debt (5) (4)
Dividends paid (410) (1,224)
Other 45 --
--------- ---------
Financing cash flow (21,091) (5,304)
--------- ---------
INCREASE (DECREASE) IN CASH AND TEMPORARY
INVESTMENTS 1,296 (5,959)
CASH AND TEMPORARY INVESTMENTS, BEGINNING
OF PERIOD 555 9,405
--------- ---------
CASH AND TEMPORARY INVESTMENTS, END OF PERIOD $ 1,851 $ 3,446
========= =========
See notes to consolidated financial statements.
- 5 -
<PAGE>
<TABLE>
IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the Three Months Ended June 30, 1994
(UNAUDITED)
<CAPTION>
Common Stock
------------------------ Unrealized Pension
Retained Securities Liability
Shares Amount Earnings Gains Adjustment Total
---------- -------- --------- -------- ---------- ---------
(In Thousands of Dollars)
<S> <C> <C> <C> <C> <C> <C>
BALANCE, MARCH 31, 1994 10,252,728 $ 31,780 $ 79,862 $ 3,804 $(709) $ 114,737
Net income 996 996
Cash dividend (410) (410)
Employee stock
purchase plan 6,109 53 53
Change in unrealized
securities gains - net (1,325) (1,325)
---------- -------- --------- -------- ----- ---------
BALANCE, JUNE 30, 1994 10,259,068 $ 31,833 $ 80,448 $ 2,479 $(709) $ 114,051
========== ======== ========= ======== ===== =========
See notes to consolidated financial statements.
</TABLE>
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<PAGE>
IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 1994 AND 1993
Basis of Presentation -- The unaudited condensed consolidated financial
statements included herein have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission and reflect, in the
opinion of management, all adjustments, consisting only of normal recurring
accruals, that are necessary for a fair presentation of financial position
and results of operations for the interim periods presented. These
financial statements include the accounts of Imperial Holly Corporation and
its majority owned subsidiaries (the "Company"). All significant
intercompany balances and transactions have been eliminated in
consolidation. Certain information and footnote disclosures required by
generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. The financial statements included
herein should be read in conjunction with the financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the
year ended March 31, 1994.
Cost of Sales -- Payments to growers for sugarbeets are based in part
upon the Company's average net return for sugar sold (as defined in the
participating contracts with growers) during the grower contract years,
some of which extend beyond June 30. The contracts provide for the sharing
of the net selling price (gross sales price less certain marketing costs,
including packaging costs, brokerage, freight expense and amortization of
costs for certain facilities used in connection with marketing) with
growers. Cost of sales includes an accrual for estimated additional amounts
to be paid to growers based on the average net return realized for sugar
sold during each of the contract years through June 30. The final cost of
sugarbeets cannot be determined until the end of the contract year for each
growing area. Manufacturing costs prior to production are deferred and
allocated to production costs based on estimated total units of production
for each sugar manufacturing campaign. Additionally, the Company's sugar
inventories, which are accounted for on a LIFO basis, are periodically
reduced at interim dates to levels below that of the beginning of the
fiscal year. When such interim LIFO liquidations are expected to be
restored prior to fiscal year-end, the estimated replacement cost of the
liquidated layers is utilized as the basis of the cost of sugar sold from
beginning of the year inventory. Accordingly, the cost of sugar utilized in
the determination of cost of sales for interim periods includes estimates
which may require adjustment in future fiscal periods.
Contingencies -- In 1992, the U.S. Customs Service ("Customs") notified
the Company that Customs had audited customs drawback claims filed by the
Company in 1985 and that Customs would require the Company to repay to
Customs certain duties and fees previously refunded to the Company. In
April 1992, the Company refunded $2.5 million to Customs under protest, a
condition precedent to the commencement of an appeal of the audit decision
and recorded such amount in other assets. In May 1992, the Company
commenced its appeal in the Court of International Trade and, based in part
on an evaluation by outside counsel, management expects to be successful in
its claim.
- 7 -
The Company was notified by the Environmental Protection Agency ("EPA")
in July 1994 that it had been reclassified as a "de minimis" potentially
responsible party with respect to the Operating Industries, Inc. Superfund
site in Monterey, California. The EPA has indicated that fuel oil removed
from a former Holly Sugar Corporation factory was disposed of at the site
by a third party waste disposal contractor when the factory was closed in
1977, prior to the acquisition of Holly Sugar by the Company. According to
the EPA, approximately 300 potentially responsible parties have previously
agreed to perform portions of the cleanup work at the site and to pay the
costs for the oversight of this work. By law, as long as a party remains a
"de minimis" potentially responsible party, liability for clean up costs is
limited to no more than $500,000. Holly Sugar had third party insurance
coverage in force in 1977 which management believes may provide coverage
against losses which may be incurred. The Company has not been able to
determine its ultimate liability, if any, with respect to this matter.
- 8 -
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company finances its working capital and capital expenditure
requirements from a combination of funds generated by operations and
short-term borrowing arrangements, which to date have included short-term,
secured, non-recourse borrowings from the Commodity Credit Corporation
("CCC"). CCC loans totalled $41.6 million at June 30, 1994 and $27.4
million at July 31, 1994.
The decrease in finished product inventory during the three months ended
June 30, 1994 was primarily due to the seasonal production schedule of the
Company's beet sugar operations. Additionally, the Company's Betteravia,
California factory ceased sugarbeet processing in July 1993, reducing first
quarter production and contributing to the reduction in refined sugar
inventories. The increase in raw and in-process materials inventory is the
result of the Company's Brawley, California factory being in a sugar-making
campaign at June 30, 1994. The increases in accounts payable, principally
amounts due growers, result from the timing of the purchase of and payments
for sugarbeets.
Operating cash flow of $21.5 million for the three months ended June 30,
1994 was used to reduce short-term debt. Long-term debt consists almost
entirely of $100 million principal amount of 8-3/8% senior notes due 1999,
which requires semi-annual interest-only payments prior to maturity.
Management believes that existing internal and external sources are
adequate to meet its financing requirements, including fiscal 1995 capital
expenditures, estimated at $8.5 million. The Company's marketable
securities portfolio is reported at its market value of $28.1 million at
June 30, 1994, $3.8 million in excess of its cost basis.
RESULTS OF OPERATIONS
Net sales declined $18.8 million or 11.2% for the three months ended June
30, 1994 as compared to the same period of the prior year, principally due
to a 9.8% decrease in the volume of sugar sold as well as reductions in
beet pulp volumes. A reduction in favorable sales opportunities
particularly in the cane sugar segments, as well as lower first quarter
beet sugar production owing to the Betteravia factory closure, were the
primary factors in the volume reductions. Average sales price of sugar
declined .5% from the already depressed levels of the year earlier period.
The average sales price for the quarter did increase 2.9% from the
immediately preceding fiscal quarter largely as a result of product mix.
Most sectors of the sugar industry have urged the USDA to implement
marketing allotments provided for in the current Farm Bill, in order to
return refined sugar prices to more normal levels from their current
depressed levels which have resulted from an oversupply of refined beet
sugar. One sugarbeet processor recently forfeited refined sugar to the CCC
rather than repay its inventory loans. The election to forfeit sugar to the
CCC rather than repay the principal and interest on a CCC loan is an option
permitted under the CCC
- 9 -
loan program. The Company chose not to forfeit sugar at the maturity of a
CCC loan on July 31, 1994. Additional CCC loans mature on August 31, 1994
and September 30, 1994 and the Company continues to evaluate the
possibility of forfeiture, as the loan collateral rate on some of the loans
exceeds current net selling prices. The raw sugar import quota for the
USDA's fiscal year which will end September 30, 1994 is set at the
statutory minimum, and the USDA has announced that marketing allotments
will not be imposed in the current USDA fiscal year. The Company is unable
to predict whether the import quota will be raised or whether marketing
allotments will be imposed in the future or the impact of either such
action on refined sugar prices, raw sugar prices or the Company's selling
margins. Absent an increase in refined sugar prices resulting from USDA
actions or other factors or a decrease in raw sugar costs (which have been
increasing recently), management believes that it will be difficult to
achieve breakeven results on an operating basis for the fiscal year ending
March 31, 1995.
Cost of sales decreased $16.0 million or 10.6% during the three months
ended June 30, 1994 compared to the same period of the prior year primarily
due to the decreases in sales volumes. As a percent of sales, cost of sales
increased from 89.5% to 90.0% for the three month periods. The cost of raw
cane sugar purchased increased approximately 3% from the prior year's
quarter and as a result, the Company experienced a decrease in its unit
margins on cane sugar sales. Domestic raw sugar prices continue to increase
in the commodity markets, resulting in higher costs on the Company's
forward raw sugar purchase commitments. The Company purchases sugarbeets
under participatory contracts which provide for a percentage sharing of the
net selling price realized on refined beet sugar sales between the Company
and the grower. Use of this type of contract reduces the Company's exposure
to inventory price risks on sugarbeet purchases so long as the selling
price does not fall below the regional minimum support prices established
by the USDA. Consequently, the decline in the unit selling price of refined
beet sugar was partially offset by a decline in the unit cost of sugar
beets purchased. Unit manufacturing costs of beet sugar declined 10.2% for
the first quarter of the fiscal year as a result of an exceptional
production campaign in the Company's Brawley factory and the elimination of
high cost production from the Betteravia factory, which was closed in July
1993. Although absent adverse weather conditions the Company's beet sugar
manufacturing costs historically have declined in the second half of the
fiscal year, reduced acreage in the Texas Panhandle in the upcoming
campaign will affect throughput at the Company's Hereford, Texas factory.
Total selling, general and administrative expenses decreased by $2.5
million or 15.5% for the three months ended June 30, 1994 compared to the
same period of the prior year, as volume related decreases in selling and
distribution costs as well as advertising cost reductions were coupled with
a $1 million reduction in general and administrative costs. The Company has
undertaken a cost reduction program, which included a work force reduction
in the third quarter of the prior fiscal year, with the majority of the
cost reductions reflected in selling, general and administrative expenses.
Interest expense for the three months ended June 30, 1994 was lower than
the comparable period of the prior year as a result of the repayment out of
lower cost short-term borrowings of the remaining $18.8 million principal
- 10 -
amount of 10.93% senior notes in October 1993. Higher average short-term
borrowings and somewhat higher interest rates partially offset these lower
long-term interest costs. Other income -- net for the three months ended
December 31, 1993 includes a $1.4 million gain on the sale of a corporate
aircraft.
- 11 -
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Annual Meeting of Shareholders on July 29, 1994, the following
matter was approved by the vote totals indicated:
NUMBER OF VOTES
BROKER
FOR AGAINST ABSTAIN NON-VOTES
(a) Ratified the appoint- 9,547,779 44,374 19,639 -
ment of the firm of
Deloitte & Touche,
independent certified
public accountants, as
auditors of the Company
for its fiscal year
ending March 31, 1995.
Additionally, nominees for Class III Directors were elected to serve
for terms of office expiring in 1997 by the vote totals as follows:
NUMBER OF VOTES
BROKER
FOR WITHHELD NON-VOTES
A. M. Bartolo 9,515,031 96,761 -
Ann O. Hamilton 9,511,307 100,485 -
Harris L. Kempner, Jr. 9,516,480 95,312 -
H. E. Lentz 9,513,321 98,471 -
Fayez Sarofim 9,516,399 95,393 -
Class I Directors, whose terms of office continue until 1995 are John D.
Curtin, Jr., I. H. Kempner, III, James C. Kempner and Daniel K. Thorne.
Class II Directors, whose terms of office continue until 1996 are Edward O.
Gaylord, Robert C. Hanna, Roger W. Hill and Robert L. K. Lynch.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The exhibits required to be filed with this report are listed in the
Exhibit Index which immediately follows the signatures page of this report.
Registrant is a party to several long-term debt instruments under which
in each case the total amount of securities authorized does not exceed 10%
of the total assets of Registrant and its subsidiaries on a consolidated
basis. Pursuant to paragraph 4(iii) (A) of Item 601(b) of Regulation S-K,
Registrant agrees to furnish a copy of such instruments to the Securities
and Exchange Commission upon request.
(b) No reports on Form 8-K were filed during the quarter ended June 30, 1994.
- 12 -
<PAGE>
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.
IMPERIAL HOLLY CORPORATION
(Registrant)
Dated: August 10, 1994 By: /s/ JAMES C. KEMPNER
James C. Kempner
President,
Chief Executive Officer
and Chief Financial Officer
(Principal Financial Officer)
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<PAGE>
IMPERIAL HOLLY CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1994
Exhibit Index
Exhibit Sequential Page Number
4 Third Amendment to Credit Agreement
dated July 13, 1994. Pages 15 through 19
11 Computation of Income Per Page 20
Common Share.
- 14 -
EXHIBIT 4
IMPERIAL HOLLY CORPORATION
THIRD AMENDMENT TO CREDIT AGREEMENT
Harris Trust and Savings Bank
Chicago, Illinois
Texas Commerce Bank National Association
Houston, Texas
The Bank of New York
New York, New York
Frost National Bank of San Antonio
San Antonio, Texas
Bank One, Colorado Springs, N.A.
Colorado Springs, Colorado
St. Paul Bank for Cooperatives
St. Paul, Minnesota
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement
dated as of June 10, 1993, as amended by a First Amendment to
Credit Agreement dated as of December 1, 1993 and a Second
Amendment to Credit Agreement and First Amendment to Notes dated
March 4, 1994 (said Credit Agreement as so amended is referred to
herein as the "CREDIT AGREEMENT") among the undersigned, IMPERIAL
HOLLY CORPORATION, a Texas corporation (the "COMPANY"), you (the
"BANKS") and Harris Trust and Savings Bank, as agent for the
Banks (the "AGENT"). All defined terms used herein shall have
the same meanings as in the Credit Agreement unless otherwise
defined herein.
The Banks extend a $90,000,000 revolving credit and
competitive bid facility to the Company on the terms and
conditions set forth in the Credit Agreement. The Company and
the Banks now wish to amend the Credit Agreement to amend certain
provisions of the Credit Agreement, all in the manner set forth
in this Amendment.
1. AMENDMENTS.
Upon satisfaction of all of the conditions precedent set
forth in Section 2 hereof, the Credit Agreement shall be amended
as follows:
-15-
SECTION 1.1. Section 8.15(d) of the Credit Agreement shall
be amended by deleting the "." at the end of such subsection and
substituting therefor "; and".
SECTION 1.2. Section 8.15 of the Credit Agreement shall be
amended by adding a subsection (e) as follows:
"(e) the forfeiture of sugar to the Commodity Credit
Corporation."
SECTION 1.3. Section 9.1(d) of the Credit Agreement shall
be amended in its entirety and as so amended shall be restated to
read as follows:
"(d) Default shall occur under any evidence of indebtedness
in an aggregate principal amount in excess of $5,000,000
issued or assumed or guaranteed by the Company or any
Subsidiary or under any mortgage, agreement or other similar
instrument under which the same may be issued and such
default shall continue for a period of time sufficient to
permit the acceleration of maturity of any indebtedness
evidenced thereby or outstanding thereunder; PROVIDED,
HOWEVER, that the forfeiture of sugar to the Commodity
Credit Corporation in satisfaction of a loan under the
Commodity Credit Corporation's sugar price support program
shall not be deemed to be a default for purposes of this
Agreement;"
2. CONDITIONS PRECEDENT.
The effectiveness of this Amendment is subject to the
satisfaction of all of the following conditions precedent:
SECTION 2.1. The Company and the Banks shall have executed
this Amendment (such execution may be in several counterparts and
the several parties hereto may execute on separate counterparts).
SECTION 2.2. As of the date written below, each of the
representations and warranties set forth in Section 6 of the
Credit Agreement shall be true and correct.
SECTION 2.3. As of the date written below, the Company
shall be in full compliance with all of the terms and conditions
of the Credit Agreement and no Event of Default or Potential
Default shall have occurred and be continuing thereunder or shall
result after giving effect to this Amendment.
SECTION 2.4. As of the date written below, all legal
matters incident to the execution and delivery hereof and the
instruments and documents contemplated hereby shall be
satisfactory to the Banks.
-16-
3. MISCELLANEOUS.
SECTION 3.1. Except as specifically amended herein, the
Credit Agreement shall continue in full force and effect in
accordance with its original terms. Reference to this specific
Amendment need not be made in any note, document, letter,
certificate, the Credit Agreement itself, the Notes, or any
communication issued or made pursuant to or with respect to the
Credit Agreement or the Notes, any reference to the Credit
Agreement or the Notes being sufficient to refer to the Credit
Agreement and the Notes as amended hereby.
SECTION 3.2. This Amendment may be executed in any number
of counterparts, and by different parties on different
counterparts, all of which taken together shall constitute one
and the same Agreement. Any of the parties hereto may execute
this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original.
This Amendment shall be governed by the internal laws of the
State of Illinois.
-17-
Dated as of July 13, 1994.
IMPERIAL HOLLY CORPORATION
By_____________________________
James C. Kempner
President and Chief Executive
Officer
Accepted as of the date last written above.
HARRIS TRUST AND SAVINGS BANK,
individually and as Agent
By______________________________
Name:
Title: Vice President
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
By______________________________
Name:
Title:
THE BANK OF NEW YORK
By______________________________
Name:
Title:
-18-
FROST NATIONAL BANK OF SAN ANTONIO
By______________________________
Name:
Title:
BANK ONE, COLORADO SPRINGS, N.A.
By______________________________
Name:
Title:
ST. PAUL BANK FOR COOPERATIVES
By______________________________
Name:
Title:
Eurodollar Lending Office:
______________________________
______________________________
-19-
EXHIBIT 11
IMPERIAL HOLLY CORPORATION AND SUBSIDIARIES
COMPUTATION OF INCOME PER COMMON SHARE
(UNAUDITED)
Three Months
Ended
June 30,
1994
-----------
(In Thousands of Dollars)
NET INCOME FOR PRIMARY AND
FULLY DILUTED COMPUTATION:
As reported $ 996
Adjustments - none --
-----------
As adjusted $ 996
===========
PRIMARY EARNINGS PER SHARE:
Weighted average shares of common
stock outstanding 10,256,331
Incremental shares issuable from
assumed exercise of stock options
under the treasury stock method 31,807
-----------
Weighted average shares of common
stock outstanding, as adjusted 10,288,138
-----------
Primary earnings per share $ 0.10
===========
FULLY DILUTED EARNINGS PER SHARE:
Weighted average shares of common
stock outstanding 10,256,335
Incremental shares issuable from
assumed exercise of stock options
under the treasury stock method 31,807
-----------
Weighted average shares of common
stock outstanding, as adjusted 10,288,704
===========
Fully diluted earnings
per share $ 0.10
===========
- - ---------------------------------------
This calculation is submitted in accordance with Item 601(b)(11) of
Regulation S-K; the amount of dilution illustrated in this calculation
is not required to be disclosed pursuant to paragraph 14 of Accounting
Principles Board Opinion No. 15.
- 20 -
