<PAGE>
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 fiscal Period Ended June 30, 1996
or
/ / Transition Report to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Transition Period From ________ to _________
Commission file number: 33-56256
NEWFLO Corporation
(Exact name of registrant as specified in its charter)
Delaware 94-3115884
(State of or other Jurisdiction (I.R.S. Employer ID No.)
of incorporation or organization)
301 Camp Craft Rd., Suite 100, Austin, TX 78746
(Address of principal executive offices) (Zip Code)
(512) 314-8500
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former 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
and 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. / X /
Applicable Only to Issuers Involved in Bankcruptcy
Proceedings During the Proceeding Five Years:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 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. / /
Applicable Only to Corporate Issuers:
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.
Common Stock, Class A, $.01 par value - 196,638 shares as of July 30, 1996
Common Stock, Class B, $.01 par value - None outstanding as of July 30, 1996
</PAGE>
<PAGE>
NEWFLO Corporation
INDEX
PAGE NO.
Part I. Financial Information
Item 1. Financial Information (Unaudited)
Condensed Consolidated Balance Sheets-June 30, 1996 and
December 31, 1995 2-3
Condensed Consolidated Statements of Operations-three months
ended June 30, 1996, and 1995, and six months ended
June 30, 1996, and 1995. 4
Condensed Consolidated Statements of Cash Flows-Six months
ended June 30, 1996, and 1995 5
Notes to Condensed Consolidated Financial Statements
June 30, 1996 6-8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9-11
Part II. Other Information
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures
1
</PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
NEWFLO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
----------- ------------
(Unaudited) (See Note)
Assets: (000 s Omitted)
<S> <C> <C>
Current assets:
Cash $ 692 $ 736
Accounts receivable, less allowance 37,122 32,732
for doubtful accounts of $1,166
(1995-$905)
Inventories, at cost:
Raw materials 15,884 13,603
Work-in-process 6,985 6,104
Finished goods 35,966 30,394
--------- --------
Total inventories 58,835 50,101
Other current assets 3,441 3,973
--------- --------
Total current assets 100,090 87,542
Property, plant and equipment 56,190 49,439
Less accumulated depreciation 24,828 20,716
--------- --------
Net property, plant and equipment 31,362 28,723
Excess of purchase price over net
assets of acquired businesses, net of
$6,824 amortization (1995 - $6,119) 34,047 34,009
Noncompete agreements, net of $17,186
amortization (1995 - $16,221) 1,314 2,279
Loan fees, net of $3,565 amortization
(1995 - $3,142) 4,043 4,466
Other assets 2,115 2,023
--------- ---------
Total assets $172,971 $159,042
======== ========
<FN>
Note: The balance sheet at December 31, 1995, has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
See notes to condensed consolidated financial statements.
</TABLE>
2
</PAGE>
<PAGE>
NEWFLO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
(Unaudited) (See Note)
(000 s Omitted)
Liabilities:
<S> <C> <C>
Current liabilities:
Accounts payable $ 14,532 $ 11,973
Accrued compensation and related
benefits 3,753 4,118
Accrued taxes payable 800 1,238
Accrued interest 1,720 1,716
Accrued other liabilities 4,259 5,299
Current portion of long term debt 9,004 8,782
and capital leases --------- ---------
Total current liabilities 34,068 33,126
Long term debt 124,669 115,452
Other liabilities 14,374 13,895
Stockholders' Equity:
Minority Interest 1,446 1,330
Redeemable preferred stock:
Preferred stock, Class A, $.01 par value,
450 shares authorized, 113 shares issued
and outstanding; liquidation preference
of $113 in 1996 (1995 - $113) 113 113
Preferred stock, Class B, $.01 par value,
7,000 shares authorized, issued and
outstanding; liquidation preference of
$7,000 9,636 9,356
Common stockholders' equity (deficit):
Common stock, Class A, $.01 par value,
285,000 shares authorized; 196,638 shares
issued and outstanding 2 2
Additional-paid-in-capital 732 732
Accumulated foreign currency translation
adjustment (1,256) (1,390)
Retained earnings (deficit) (10,813) (13,574)
-------- --------
Total common stockholders' equity (deficit) (11,335) (14,230)
-------- --------
Total liabilities and stockholders'
equity $172,971 $159,042
========= =========
<FN>
Note: The balance sheet at December 31, 1995 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
See notes to condensed consolidated financial statements.
</TABLE>
3
</PAGE>
<PAGE>
NEWFLO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30 June 30
1996 1995 1996 1995
(000 s omitted, except per share data)
<S> <C> <C> <C> <C>
Product sales, net $ 63,393 $ 50,572 $120,198 $ 95,636
Cost of sales 41,407 32,565 77,424 60,612
-------- -------- -------- --------
Gross profit 21,986 18,007 42,774 35,024
Operating expenses:
Sales and marketing 7,937 6,657 15,210 13,330
Research and development 1,105 929 2,199 1,817
General and administrative 4,062 3,009 8,084 6,841
Amortization of intangible
assets 895 884 1,785 2,042
-------- -------- -------- --------
Total operating expenses 13,999 11,479 27,278 24,030
-------- -------- -------- --------
Income from operations 7,987 6,528 15,496 10,994
Interest expense (5,031) (4,632) (9,695) (9,271)
Other income (expense) (4) 193 (337) 284
-------- -------- -------- --------
Income before income taxes,
and minority interest 2,952 2,089 5,464 2,007
Income tax expense (1,345) (412) (2,300) (573)
-------- -------- -------- --------
Income before minority
interest 1,607 1,677 3,164 1,434
Minority interest 76 70 116 124
-------- -------- -------- --------
Net income $ 1,531 $ 1,607 $ 3,048 $ 1,310
======== ======== ======== ========
Net income attributable to
common shares $ 1,528 $ 1,600 $ 3,041 $ 1,296
======== ======== ======== ========
Net income per common share $ 6.02 $ 6.30 $ 11.98 $ 5.10
======== ======== ======== ========
Shares used in calculation of
net income per common share 253,938 253,938 253,938 253,938
======== ======== ======== ========
<FN>
See notes to condensed consolidated financial statements.
</TABLE>
4
</PAGE>
<PAGE>
NEWFLO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30
1996 1995
(000 s Omitted)
<S> <C> <C>
Operating activities:
Net income $ 3,048 $ 1,310
Adjustments to reconcile net income to
net cash provided by (used in)
operating activities:
Depreciation and amortization 4,543 4,812
Minority interest 116 124
Other operating adjustments (172) (93)
Changes in operating assets and liabilities:
Accounts receivable (1,857) (3,199)
Inventories (3,975) (2,531)
Other current assets 596 (646)
Accounts payable 2,091 357
Income taxes payable (438) 107
Accrued compensation (365) (809)
Accrued interest 4 16
Other accrued liabilities (2,599) (1,591)
-------- --------
Cash provided by (used in) operating
activities 992 (2,143)
Investing activities:
Acquisition, net of cash required (9,774) --
Purchase of property and equipment (1,535) (1,059)
Proceeds from sale of equipment 230 134
Other assets 477 (955)
-------- --------
Cash used in investing activities (10,602) (1,880)
Financing activities:
Repayments of term loan (4,063) (1,444)
Repayments of notes payable and
capital leases (284) (5,394)
Borrowings under bank line of credit 13,786 11,106
Payment of preferred stock dividends (7) (15)
-------- --------
Cash provided financing activities 9,432 4,253
Effect of foreign exchange rate changes
on cash 134 98
-------- --------
Net increase (decrease) in cash (44) 328
Cash, beginning of period 736 638
-------- --------
Cash, end of period 692 966
======== ========
<FN>
See notes to condensed consolidated financial statements.
</TABLE>
5
</PAGE>
<PAGE>
NEWFLO CORPORATION
Notes to Condensed Consolidated Financial Statements (Unaudited)
- ----------------------------------------------------------------
June 30, 1996
1. Basis of Presentation
The accompanying condensed consolidated financial statements of NEWFLO
Corporation (the "Company") as of and for the six-month period ended
June 30, 1996, are unaudited, but are prepared in accordance with generally
accepted accounting principles for interim financial information and include
all adjustments (consisting only of normal recurring entries) which, in the
opinion of management, are necessary for a fair presentation of financial
position, results of operations and cash flows. The results of operations
for the three-month period ended June 30, 1996, and the six-month period ended
June 30, 1996, are not necessarily indicative of the results to be expected
for the full year. These unaudited condensed consolidated financial
statements should be read in conjunction with audited consolidated financial
statements as of and for the year ended December 31, 1995.
2. Net Income Per Common Share
Net income per common share is computed using net income after deducting
preferred stock Series A dividends. The weighted average number of shares
consists of the common stock equivalents outstanding. The inclusion of
warrants as common stock equivalents are valued at the latest stock
transaction price. For the three-month and six-month period ended June 30,
1996, the common equivalent shares from stock warrants and preferred stock,
Series B, are included in the computation of net income per common share.
See Exhibit 11, for further reference.
3. Acquisitions
In January 1996, the Company acquired certain assets and assumed liabilites of
Barber Industries Ltd. (Barber) for a cash payment of approximately $9.3
million. Barber manufactures wellhead equipment and emergency shut down
safety systems. The acquisition has been accounted for using the asset
purchase method, and, accordingly, the purchase price and liabilities assumed
($1.7 million) have been allocated to the assets acquired based on their
respective fair values at the date of acquisition.
6
</PAGE>
<PAGE>
NOTES to Condensed Consolidated Financial Statements (Unaudited)
- ----------------------------------------------------------------
(continued)
4. Adoption of New Accounting Standards
In the three months ended March 31, 1996, the Company adopted the provisions
of FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of", which requires impairment
losses to be recorded on long-lived assets used in operations when indicators
ofimpairment are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying amount. The
adoption had no impact on the Company's results of operations or financial
position.
5. Contingencies
The Company is involved in various litigation arising in the ordinary course
of business. In management's opinion, the resolution of these matters will
not have a material effect on the Company's financial position or results of
operations.
The Company utilizes and has utilized property containing hazardous materials
which may require remediation. The Company has made accruals in the
accompanying condensed consolidated financial statements for all known
environmental issues based upon investigations conducted by the Company, its
environmental consultants and federal regulatory agencies. Management
believes the ultimate resolution of these matters will not be significant to
the financial position or results of operations of the Company.
6. Common Stockholders' Equity
The Class B common stock (none issued or outstanding) is non-voting and is
convertible at any time, at the option of the holder, into Class A common
stock on a one-for-one basis. The Company has reserved 68,630 share of Class
A common stock for the conversion of Class B preferred sctock and Class B
common stock.
The Company has the right to repurchase 13,371 share of Class A common stock
held by certain stockholders at $.01 per share. The repurchase rights lapse
at the earlier of conversion of the Class B preferred stock or January 2003.
The Company has warrants outstanding to its term loan holders to purchase
12,157 shares of Class B common stock at $5.91 per share and 4,677 shares
Class B common stock at $10.80 per share. The Company may call the
warrants and/or any shares issued upon exercise of the warrants at fair market
value of the related shares (less exercise price, with respect to the
warrants) until March 19, 2000. At the option of the holders, the warrants
and/or shares issued upon the exercise of the warrants may be put to the
Company at fair market value of the related shares (less exercise price, with
respect to the warrants). This put option terminates March 19, 2000. Also,
beginning March 19, 1996, certain stockholders who hold 125,516 shares of
Class A common and shares of Class B preferred stock convertible into 36,812
shares of Class A common stock have the right to put all such of common stock
to the Company at fair market value, upon request from a majority of these
stockholders. This right terminates upon an initial public offering of the
Company's stock with net proceeds of at least $30 million or upon the
liquidation or sale of the Company.
7
</PAGE>
<PAGE>
Notes to Condensed Consolidated Fianacial Statements (Unaudited)
- ----------------------------------------------------------------
(continued)
7. Subsequent Event
On June 28, 1996, the Company entered into a Stock Purchase Agreement
among the Company, its Stockholders and Precision Castparts Corp. ("PCC")
to sell 100% of its stock to Precision Castparts Corp. PCC, headquartered
in Portland, Oregon, is a producer of high quality investment castings
for aerospace and power generation customers. The transaction was
consummated on July 31, 1996. In connection with this transaction, the
Company's senior debt of $32.6 million was retired. In addition, all
outstanding stock was retired, warrants were redeemed and all accrued
dividends were paid.
8
</PAGE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following discussion should be read in conjunction with the consolidated
audited financial statements contained in the Form 10-K filed with the
Securities and Exchange Commission for the fiscal year ended December 31, 1995,
and the condensed consolidated financial statements which are included
elsewhere in this quarterly report. The results of operations for the
three-month period ended June 30, 1996, and the six-month period ended June
30, 1996 are not necessarily indicative of the results to be expected for the
full year.
Results of Operations
- ---------------------
Three months ended June 30, 1996, compared with three months ended
June 30, 1995.
Net sales increased for the three months ended June 30, 1996, to $63.4 million,
up $12.8 million, or 25.4% from sales of $50.6 million for the three months
ended June 30, 1995. This increase of $12.8 million includes $2.7 million
generated by the acquisition of certain assets and liabilities of Barber
Industries Ltd. in January 1996. For the second quarter of 1996, as compared
with the second quarter of 1995, sales strongly increased in the pump and
valve product groups by $8.0 million and $4.6 million, respectively, and the
instrument group reported a slight increase of $0.2 million.
Gross profit of $22.0 million for the three months ended June 30, 1996,
represents an increase in performance of $4.0 million, or 22.1% from the
$18.0 million for the same period for 1995. Excluding the results of the
Barber acquisition, the increase in performance was $3.3 million with the
strongest performance in the pump group with a $2.3 million increase in gross
profit from the same period in 1995. Gross profit as a percentage of net
sales, decreased to 34.7% during the second quarter of 1996 from 35.6% during
the same period in 1995. The decrease occurred primarily in the pump product
lines.
Income from operations of $8.0 million for the quarter ended June 30, 1996,
represented an increase of $1.5 million from $6.5 million for the same period
in 1995. Excluding the $0.6 million loss impact on income from operations by
the acquisition of Barber Industries, the $2.1 million increase in income from
operations was primarily the result of the $3.3 million increase in gross
profit performance as discussed above and an increase of operating expenses
for the second quarter of 1996, to $12.7 million from 11.5 million, or 10.5%.
The $1.2 million increase in operating expense for the three months ended
June 30, 1996, when compared to the same period for 1995 was the result of an
increase in marketing and sales expenses of $0.6 million and an increase of
$0.6 million in all other operating expenses.
Interest expense increased to $5.0 million during the quarter ended June 30,
1996, from $4.6 million for the same period in 1995 because of an increase
in debt balances offset by lower interest rates in 1996.
Net income before tax and minority interest of $2.9 million for the second
quarter of 1996 was improved from $2.1 million for the comparable period
in 1995. The increase of $0.8 million was contributed primarily by the pump
product group with increases of $1.2 million. The valve product group
reported a decrease of $0.1 million in net income before tax and minority
interest that includes the $0.9 million loss in net income before tax and
minority interest for Barber Industries, which was acquired in January, 1996.
9
</PAGE>
<PAGE>
Results of Operations (continued)
- ---------------------------------
Six-months ended June 30, 1996, compared with six-months ended June 30, 1995.
Net sales increased for the six months ended June 30, 1996, to $120.2 million,
up $24.6 million, or 25.7% from sales of $95.6 million for the six months
ended June 30, 1995. This increase of $24.6 million includes $6.2 million
generated by the acquisition of certain assets and liabilities of Barber
Industries, Ltd. in January, 1996. For the first half of 1996, as compared
with the first half of 1995, sales strongly increased in the pump and valve
product groups by $12.9 million and 12.0 million, respectively, and the
instrument group reported a slight increase of $0.3 million.
The customer order backlog increased by $1.8 million or 4.6%, during the
first six months of 1996 to $41.7 million from $39.9 million at December 31,
1995, since new customer orders received exceeded shipments. New customer
orders for valve and instrument products substantially contributed to this
increase in backlog.
Gross profit of $42.8 million for the six months ended June 30, 1996,
represents an increase in performance of $7.8 million, or 22.1% from the $35.0
million for the same period for 1995. Excluding the results of Barber
Industries, acquired in January, 1996, the increase in performance was $6.1
million with the strongest performance in the pump product group with a $4.2
million increase in gross profit from the same period in 1995. Gross profit,
as a percentage of net sales, decreased to 35.6% during the first half of 1996
from 36.6% during the same period in 1995. The decrease occurred primarily
in the valve and instrument product lines.
Income from operations of $15.5 million for the period ended June 30, 1996
represented an increase of $4.5 million, or 40.9% from $11.0 million for the
same period in 1995. Excluding the $0.5 million impact on income from
operations by the acquisition of Barber Industries, the $4.0 million increase
in income from operations was primarily the result of the $7.8 million
increase in gross profit performance as discussed above and an increase of
operating expenses of $3.2 million for the first half of 1996 to $27.3
million from $24.0 million or 13.5 %. The $3.2 million increase of operating
expense for the six month period ended June 30, 1996, when compared to the
same period for 1995, was the result of a increase in marketing and sales
expense of $1.9 million, a decrease in amortization of intangibles of $0.3
million, and an increase of $1.6 million in all other expenses.
Interest expense increased to $9.7 million during the period ended June 30,
1996, from $9.3 million for the same period in 1995, because of an increase
in debt balances offset by lower interest rates in 1996.
Net income before tax and minority interest of $5.5 million for the first half
of 1996, was an improvement of $2.0 million over the comparable period in
1995. The increase of $3.5 million was contributed primarily by the pump
product group with an increase of $2.7 million. The valve product group
reported an increase of $1.1 million, as compared to the instrument product
group with a slight decrease of $0.2 million in net income before tax and
minority interest.
10
</PAGE>
<PAGE>
Liquidity and Capital Resources
- -------------------------------
Cash provided by operating activities was $1.0 million for the first six
months ended June 30, 1996, compared cash used in operating activities of
$2.1 million for the same period in 1995. Noncash charges to income for
depreciation and amortization of intangibles were $4.5 million during the
first six months of 1996, compared with $4.8 million for the same period in
1995. Debt levels increased by $9.4 million during the first half compared
with an increase of $4.3 million during the same period of 1995. The 1996
increase included the acquisition of certain assets and liabilities of Barber
Industries Ltd. for $9.3 million. In addition, the Company incurred
acquisition related expenses of approximately $0.5 million. Excluding the
acquisition of Barber Industries of $9.3 million and related acquisition
costs of $0.5 million, the debt level for the first six months of 1996
decreased $0.4 million. Capital spending for the first six months of 1996
was $1.5 million compared to $1.1 million for the first six months in 1995.
Capital spending for 1996 was primarily for the upgrading of production
equipment, tooling for new products and cost reduction programs. The Company
believes it has sufficient capacity for sales growth in the future without
substantial additional capital expenditure requirements.
Working Capital at June 30, 1996, was $66.0 million compared with $54.4
million at December 31, 1995. The $11.6 million increase in working capital
at June 30, 1996, from December 31, 1995, includes $4.9 million from the
acquisition of Barber Industries and $6.7 million is related to increased
levels of inventory and accounts receivable, less increases in accounts
payable, and plus a decrease in other accrued liabilities. The ratio of
current assets to current liabilities at June 30, 1996, was 2.9 when
compared with 2.6 at December 31, 1995.
The Company finances its activities principally through cash provided by
operations and borrowings under a senior credit agreement with a financial
institution, expiring February 28, 1998. This agreement includes a term loan
with annual repayment requirements and a revolving loan credit facility. At
June 30, 1996 the Company had approximately $17.4 million available under the
revolving credit facility. The Company is, and expects to continue to be, in
compliance with the current provisions of the Senior Credit Agreement. On
July 31, 1996, the Senior Credit Agreement was retired as part of the
acquisition of the Company by Precision Castparts Corp. ("PCC"). The Company
expects cash provided by operations and additional lines of credit available
through PCC to be sufficient to meet its current obligations and operating
requirements over at least the next twelve months.
11
</PAGE>
<PAGE>
NEWFLO Corporation
Part II. Other Information
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
The following exhibits are included herein:
(Exhibit 11) Statement Re: Computation of Per Share Earnings
Reports on Form 8-K: The Company did not file any reports on
Form 8-K during the three-month period ended June 30, 1996,
nor the six-month period ended June 30, 1996.
12
</PAGE>
<PAGE>
NEWFLO Corporation
Signature
---------
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEWFLO Corporation
------------------
(Registrant)
Date: August 13, 1996
By: Richard D. Morton
-----------------------------
Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
</PAGE>
NEWFLO Corporation
Exhibit 11
Statement Re: Computation of Per Share Earnings
Computation of Shares Used in Per Share Calculations
<TABLE>
<CAPTIONS>
Three Months Ended Six Months Ended
June 30 June 30
1996 1995 1996 1995
(000's Omitted, except for per share data)
<S> <C> <C> <C> <C>
Primary:
- --------
Weighted average shares of
common stock outstanding 196,638 196,638 196,638 196,638
-------- -------- -------- --------
Common stock equivalents
Net effect of dilutive
warrants based on the
the treasury stock method 5,504 5,504 5,504 5,504
-------- -------- -------- --------
Conversion of preferred
stock 51,796 51,796 51,796 51,796
-------- -------- -------- --------
Total shares used in calculation
of net income per share 253,938 253,938 253,938 253,938
======== ======== ======== ========
Net income attributable to
common shares $1,528 $1,600 $3,041 $1,296
======== ======== ======== ========
Net income per common share $6.02 $6.30 $11.98 $5.10
======== ======== ======== ========
Fully diluted:
- --------------
Weighted average shares of
common stock outstanding 196,638 196,638 196,638 196,638
-------- -------- -------- --------
Common stock equivalents
Net effect of dilutive
warrants-based on the
treasury stock method 5,504 5,504 5,504 5,504
-------- -------- -------- --------
Conversion of preferred
stock 51,796 51,796 51,796 51,796
-------- -------- -------- --------
Total shares used in calculation
of net income per share 253,938 253,938 253,938 253,938
======== ======== ======== ========
Net income attributable to
common shares $1,528 $1,600 $3,041 $1,296
======== ======== ======== ========
Net income per common share $6.02 $6.30 $11.98 $5.10
======== ======== ======== ========
<FN>
See notes to condensed consolidated financial statements
</TABLE>
