<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended December 31, 1993
Commission file number 1-9875
[LOGO]
STANDARD COMMERCIAL CORPORATION
Incorporated under the laws of I.R.S. Employer
North Carolina Identification No. 13-1337610
2201 Miller Road, Wilson, North Carolina 27893
Telephone Number (919) 291-5507
Former name, former address and former fiscal year, if changed since last
report - Not applicable
On February 4, 1994 the registrant had outstanding 8,564,226 shares of
Common Stock ($.20 par value).
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months and (2) had been subject
to such filing requirements for the past 90 days.
YES X NO
--- ---
<PAGE> 2
STANDARD COMMERCIAL CORPORATION
CONSOLIDATED BALANCE SHEET
(In thousands; unaudited)
<TABLE>
<CAPTION> December 31 March 31
1993 1992 1993
---- ---- ----
<C> <C> <C>
<S>
ASSETS
Cash........................................... $ 31,425 $ 40,922 $ 47,552
Current receivables............................ 253,529 239,558 318,645
Inventories.................................... 423,916 462,404 387,997
Prepaid expenses............................... 6,105 3,784 4,739
Marketable securities at cost (approx market).. 1,917 884 869
-----------------------------
Current Assets............................. 716,892 747,552 759,802
Property, plant and equipment.................. 128,461 117,670 118,772
Investment in affiliates....................... 18,920 20,244 18,559
Other assets................................... 33,746 28,771 29,234
-----------------------------
Total assets............................... $898,019 $914,237 $926,367
=============================
LIABILITIES
Short-term borrowings.......................... $487,046 $474,175 $457,250
Accounts payable............................... 98,795 116,980 129,952
Taxes accrued.................................. 15,508 6,096 5,305
-----------------------------
Current liabilities........................ 601,349 597,251 592,507
Long-term debt................................. 58,857 49,142 59,762
Convertible subordinated debentures............ 69,000 69,000 69,000
Retirement and other benefits.................. 18,084 10,503 10,456
Deferred taxes................................. 8,963 22,529 24,411
Commitments and contingencies.................. - - -
-----------------------------
Total liabilities.......................... 756,253 748,425 756,136
-----------------------------
MINORITY INTERESTS............................. 19,759 17,389 18,544
-----------------------------
ESOP redeemable preferred stock................ 9,200 9,200 9,200
Unearned ESOP compensation..................... (8,026) (8,818) (8,623)
-----------------------------
SHAREHOLDERS' EQUITY
Preferred stock, $1.65 par value
Authorized shares 1,000,000;
issued 92,005 to ESOP...................... - - -
Common stock, $0.20 par value
Authorized shares 20,000,000;
issued 10,909,523
(December 1992 - 10,860,387;
March 1993 - 10,863,023)................... 2,182 2,172 2,172
Additional paid-in capital..................... 34,818 33,862 33,928
Treasury stock 2,346,318 shares................ (583) (583) (583)
Retained earnings.............................. 101,326 121,441 125,139
Cumulative translation adjustments............. (16,910) (8,851) (9,546)
-----------------------------
Total shareholders' equity................. 120,833 148,041 151,110
-----------------------------
Total liabilities and equity............... $898,019 $914,237 $926,367
=============================
</TABLE>
The accompanying notes on page 5 are an integral part of these financial
statements.
-2-
<PAGE> 3
STANDARD COMMERCIAL CORPORATION
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
(In thousands, except share information; unaudited)
<TABLE>
<CAPTION> Second Quarter Ended Nine months ended
December 31 December 31
-------------------- -----------------
1993 1992 1993 1992
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales - tobacco.................... $148,759 $194,656 $455,442 $612,624
- wool....................... 84,154 73,781 231,015 239,545
- other...................... 5,555 3,742 17,237 11,771
-------------------------------------------
Total sales.................... 238,468 272,179 703,694 863,940
Cost of sales...................... 217,308 247,386 667,229 789,928
Selling, general and
administrative expenses.......... 16,774 17,220 56,265 52,690
Other income (expense) - net....... 84 307 3,818 696
-------------------------------------------
Income (loss) before taxes..... 4,470 7,880 (15,982) 22,018
Income taxes....................... (2,622) (2,911) (1,121) (5,917)
-------------------------------------------
Income (loss) after taxes...... 1,848 4,969 (17,103) 16,101
Minority interests................. (1,623) (233) (2,607) (530)
Equity in earnings of affiliates... (637) 47 (1,151) 1,047
-------------------------------------------
Income (loss)
- from continuing operations... (412) 4,783 (20,861) 16,618
- from discontinued operations. 631 (275) 592 (705)
Income (loss) before -------------------------------------------
extraordinary items and
cumulative effect of
accounting changes........... 219 4,508 (20,269) 15,913
Extraordinary items
- benefit of tax losses........ - 1 - 166
Cumulative effect of
accounting changes............. - - 23 -
-------------------------------------------
Net income (loss).............. 219 4,509 (20,246) 16,079
ESOP preferred stock dividends
net of tax....................... (121) (121) (363) (242)
-------------------------------------------
Net income (loss)
applicable to common stock... 98 4,388 (20,609) 15,837
Retained earnings
at beginning of period........... 101,960 118,105 125,139 108,890
Dividends.......................... (732) (1,052) (3,204) (3,286)
-------------------------------------------
Retained earnings
at end of period................. $101,326 $121,441 $101,326 $121,441
===========================================
Earnings (loss) per common share
Primary
- from continuing operations..... $(0.06) $0.55 $(2.48) $1.94
- from discontinued operations... 0.07 (0.03) 0.07 (0.08)
- extraordinary items............ - - - 0.02
- cumulative accounting changes.. - - - -
-------------------------------------------
- net............................ $0.01 $0.52 $(2.41) $1.88
Fully diluted
- from continuing operations..... $(0.06) $0.51 $(2.48) $1.76
- from discontinued operations... 0.07 (0.03) 0.07 (0.06)
- extraordinary items............ - - - 0.01
- cumulative accounting changes.. - - - -
-------------------------------------------
- net............................ $0.01 $0.48 $(2.41) $1.71
Average shares outstanding
- Primary..................... 8,562,042 8,513,193 8,548,462 8,424,959
- Fully diluted............... 8,562,042 10,902,412 8,548,462 10,726,554
Dividends per common share....... $0.10 $0.13 $0.35 $0.39
</TABLE>
The accompanying notes on page 5 are an integral part of these financial
statements.
-3-
<PAGE> 4
STANDARD COMMERCIAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands; unaudited)
<TABLE>
<CAPTION>
Nine months ended
December 31
-----------------
1993 1992
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)..................................... $(20,246) $16,079
Depreciation and amortization......................... 11,492 9,530
Minority interests.................................... 2,607 530
Deferred income taxes................................. (71) 1,488
Gain on disposition of property, plant & equipment.... (4,571) (411)
Undistributed earnings of affiliates.................. 1,689 (618)
Other................................................. (772) (910)
--------------------
(9,872) 25,688
Cash effect of changes in - receivables............... 47,220 7,629
- inventories............... (48,174) (147,774)
- current payables.......... (13,631) (21,377)
--------------------
CASH USED FOR OPERATING ACTIVITIES.................... (24,457) (135,834)
--------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Property, plant and equipment - additions............. (23,771) (18,750)
- dispositions.......... 8,423 1,046
Payment for business acquisitions..................... (2,595) (7,191)*
--------------------
CASH USED FOR INVESTING ACTIVITIES.................... (17,943) (24,895)
--------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings.................... 13,180 16,274
Repayment of long-term borrowings..................... (13,306) (8,482)
Net change in short-term borrowings................... 29,796 135,943
Cash dividends paid................................... (3,567) (3,528)
Other................................................. 170 163
--------------------
CASH PROVIDED BY FINANCING ACTIVITIES................. 26,273 140,370
--------------------
Decrease in cash for period........................... (16,127) (20,359)
Cash at beginning of period........................... 47,552 61,281
--------------------
CASH AT END OF PERIOD................................. $31,425 $40,922
====================
*Total price of acquisitions less $694 cash acquired.. $23,781
Deduct noncash items:
Series A Preferred Stock.......................... 9,200
Common Stock...................................... 7,390
-------
Net cash cost of acquisitions................... $ 7,191
=======
</TABLE>
The accompanying notes on page 5 are an integral part of these financial
statements.
-4-
<PAGE> 5
STANDARD COMMERCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(bullet)Certain information and disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been omitted pursuant to SEC rules and regulations.
These interim financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's latest
annual report on Form 10-K.
(bullet)The interim period financial statements presented herein have
been prepared by the Company without audit and contain all of the
adjustments which are, in the opinion of management, necessary for
a fair statement of the results of operations. Apart from results
of discontinued operations reported herein, all such adjustments are
of a normal, recurring nature. Because of the nature of the Company's
businesses, fluctuations in results for interim periods are not necessarily
indicative of business trends or results to be expected for a full year.
(bullet)Inventories for the periods shown were comprised of tobacco, wool
and other as follows:
<TABLE>
<CAPTION>
December 31 March 31
(In thousands) 1993 1992 1993
---- ---- ----
<S> <C> <C> <C>
Tobacco $332,217 $367,543 $305,256
Wool 90,028 87,019 75,445
Other 1,671 7,842 7,296
------- ------- -------
Total $423,916 $462,404 $387,997
======= ======= =======
</TABLE>
(bullet)As of December 31, 1993 there is a contingency with respect
to a $17 million receivable due to a 50% owned Italian tobacco affiliate.
Legal action has been initiated against the debtor and at this time
management believes the Company's exposure is covered by secured assets
and insurance.
(bullet)On December 30, 1993 the Company completed the sale of its
Caro-Green Nursery business to Zelenka Nursery Inc. For the current
quarter and nine months, Caro-Green Nursery is reported as a discontinued
operation and prior period results have been restated with the following
effect:
<TABLE>
<CAPTION>
Results of Discontinued Operations Third quarter ended Nine months ended
(In thousands) December 31 December 31
------------------- ------------------
<S> <C> <C> <C> <C>
1993 1992 1993 1992
---- ---- ---- ----
Sales $1,532 $675 $4,978 $3,255
----- --- ----- -----
Pretax operating loss - (416) (59) (1,068)
Income tax benefit from operating loss - 141 20 363
Gain on disposal of Caro-Green Nursery,
less income taxes of $325 631 - 631 -
Income (loss) from ----- --- ----- -----
discontinued operations $ 631 $(275) $ 592 $(705)
===== ==== ===== =====
</TABLE>
(bullet)Effective April 1, 1993, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 106 Employers' Accounting for Postretirement
Benefits other than Pensions, with respect to benefits provided under U.S.
plans. The Company provides certain health care and life insurance benefits
for substantially all of its retired salaried employees. SFAS 106 requires
the Company to accrue the estimated cost of retiree benefit payments during
the years the employee provides services. The Company previously expensed
the cost of these benefits, which are principally health care, as premiums
were paid or claims were incurred. SFAS 106 allows recognition of the
cumulative effect of the liability in the year of adoption or the
amortization of the obligation over a period of up to twenty years.
The Company has elected to recognize the cumulative effect of this
obligation on the immediate recognition basis. The cumulative, noncash
effect of adopting SFAS 106 as of April 1, 1993 was an increase in accrued
postretirement health care costs of $6.0 million and a decrease in net
earnings of $3.7 million or $0.43 per share ($0.33 fully diluted) which
has been included in the Company's statement of income for the nine months
ended December 31, 1993.
The effect of adopting SFAS 106 for the December 1993 quarter and nine
months was to decrease after-tax income from continuing operations by
$193,000 or $0.02 per share ($0.02 fully diluted) and $579,000 or $0.07
-5-
<PAGE> 6
STANDARD COMMERCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued
per share ($0.05 fully diluted), respectively. In 1993 and 1992, the
Company recognized $96,000 and $71,000, respectively, as an expense for
postretirement benefits which were not funded.
The assumed health care cost trend rate used in measuring the accumulated
postretirement benefit obligation as of April 1, 1993 was 17% for 1993
decreasing gradually in each successive year to 6.5% in 2000, after which
it remains constant. A one-percentage point increase in the assumed health
care cost trend rate for each year would increase the accumulated
postretirement benefit obligation as of April 1, 1993 and net postretirement
health care cost by approximately 14%. The assumed discount rate used in
determining the accumulated postretirement benefit obligation was 8.5%.
The impact of SFAS 106 as it relates to employees of foreign subsidiaries
has not been determined. The Company currently expenses the cost of these
benefits as incurred and plans to adopt SFAS 106 accounting by fiscal 1996.
(bullet)Effective April 1, 1993 the Company adopted Statement of Financial
Accounting Standards (SFAS) 109, Accounting for Income Taxes. The
cumulative effect of adopting SFAS 109 on the Company's financial
statements was to increase income by $3.7 million or $0.43 per share
($0.33 fully diluted) for the nine months ended December 31, 1993.
The impact of the change in the U.S. income tax rate was not significant.
Deferred income taxes reflect the net tax effect of (a) temporary
differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax
purposes, and (b) operating-loss carryforwards. The tax effect of
significant items comprising the Company's net deferred tax liability
as of April 1, 1993 are as follows:
<TABLE>
<CAPTION>
Deferred Tax Liability (In thousands)
<S> <C>
Differences between book and tax basis of assets $32,209
Operating loss carryforwards (7,485)
Postretirement benefit obligation (2,360)
Accrued liabilities and other (1,098)
Valuation allowance 5,618
------
Net deferred tax liability $26,884
======
</TABLE>
There was no change in the valuation allowance for the quarter
and nine months ended December 31, 1993. The provision for current
income taxes for the nine months of $1.1 million was comprised of
$1.0 million current and $0.1 million deferred tax expense.
(bullet)On June 14, 1993 the Compensation Committee awarded 36,766
shares of Restricted Stock under terms of the Performance Improvement
Compensation Plan adopted by the shareholders of the Company on
August 11, 1992. In the December 1993 quarter 36,045 of those shares
were issued subject to a seven-year restriction period.
(bullet)The Company's credit facilities contain certain restrictive
covenants with which the Company was in compliance at December 31, 1993.
Based on current estimates, management anticipates that the Company may
not be in compliance with all covenants at March 31, 1994. Therefore,
substantive discussions to restructure certain debt agreements, to
modify existing restrictive covenants and to improve the Company's
balance sheet are taking place. Such discussions contemplate the
issuance of additional long-term financing. Management believes
that the restructuring will be satisfactorily concluded prior to the
announcement of the Company's fourth quarter results and that the
Company's capital resources are adequate to meet its needs.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Results of Operations
Sales for the December 1993 quarter totaled $238.5 million, a decrease
of 12.4% from the comparable 1992 amount of $272.2 million. For the
1992 nine months, sales decreased 18.5% from $863.9 million to $703.7
-6-
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION - continued
million. Tobacco sales in 1993 declined 23.6% for the quarter and 25.7%
for the nine months compared to the same periods in 1992. Tobacco sales
as a percentage of total sales for the nine months were 64.7% in 1993 versus
70.9% in 1992. Volume was down 15.6% as a result of pervasive slow demand
throughout the industry, and unit prices decreased by 12.4% due to a number
of factors which have created a worldwide surplus of leaf tobacco. These
factors include domestic content legislation and proposed higher excise
taxes in the United States, as well as excess production in many tobacco
growing countries, which have continued to suppress prices and demand for
tobacco.
Wool sales in the current quarter increased by 14.1% compared to the
same prior-year quarter as a result of improved demand reflected in a
39.1% increase in the volume of wool sold. For the 1993 nine months,
wool volume increased by 20.7%; however, a change in the sales mix resulted
in lower average unit prices and a 3.5% decrease in sales to $231.0 million
from $239.5 million for the same 1992 period. Wool sales represented 32.8%
of total sales in the first nine months of the current year versus 27.7% in
1992.
Excluding charges totaling $15.6 million for the inventory provision
included in cost of sales, and SG&A expenses of $1.8 million for
restructuring and nonrecurring costs associated with the merger agreement
terminated in April 1993, the Company had a pretax profit after interest
during the nine months ended December 31, 1993 of $1.4 million versus
pretax income after interest of $22.0 million in the prior year.
In addition, 1993 SG&A expenses for the nine months included $2.7
million as the result of entities acquired during 1992 being consolidated
for all of 1993 versus only the portion of the prior year subsequent to
acquisition.
During the nine months ended December 31, 1993, the Company realized a
pretax gain of approximately $3.2 million on the sale of land and buildings
in Turkey. This gain is included in other income for the period, and a
portion has been allocated to the minority shareholder.
Overall, the Company had pretax income of $4.5 million for the current
quarter and a pretax loss of $16.0 million for the nine months in 1993
as compared to pretax income of $7.9 million and $22.0 million for the
respective prior year periods. Interest included in cost of sales and
other expenses totaled $8.4 million for the current quarter and $24.9
million for the nine months compared to $6.8 million and $22.6 million
for the same prior year periods. Tax charges or credits for the periods
vary as a percentage of pretax income or loss due to differences in tax
rates and relief available in areas where profits are earned or losses
are incurred. For the nine months of 1993 a tax provision was required
for certain jurisdictions where profits were earned despite an overall
pretax loss.
Discontinued operations include an after-tax gain of $631,000 on sale
of Caro-Green Nursery in December 1993 and restatement of corresponding
results in 1992.
Net income for the December 1993 quarter totaled $219,000 or $0.01 per
share compared to $4.5 million or $0.52 per primary share ($0.48 fully
diluted) in the same 1992 quarter. For the 1993 nine months a net loss
of $20.2 million was recorded, including $15.5 million relating to the
inventory provision and restructuring and nonrecurring charges, versus
net income of $16.1 million in the same 1992 period.
During the current quarter a dividend of $0.10 per share was declared
on the Company's common stock.
Because of the seasonal nature of the Company's business, results for
interim periods are not necessarily indicative of results for a full year.
The recovery in demand for tobacco is slowly improving and, although
the level is still above normal, considerable progress is being made
in selling uncommitted tobacco stocks. As a consequence results have
been affected by the slack demand and high cost of carrying stocks. In
the meantime, results of wool and other businesses are showing satisfactory
progress.
Financial Condition
Working capital at December 31, 1993 was $115.5 million, down from
$150.3 million at December 31, 1992 and $167.3 million at March 31, 1993
primarily because of the net-after-tax provisions of $13.8 million for
inventory and restructuring, a $3.0 million reclassification of current
ber 31, 1993 was $115.5 million, down from
$150.3 million at December 31, 1992 and $167.3 million at March 31, 1993
primarily because of the net-after-tax provisions of $13.8 million for
inventory and restructuring, a $3.0 million reclassification of current
assets to noncurrent related to the sale of the Caro-Green Nursery, and
additional current liabilities of $12 million due to the implementation
in the first quarter of Statement of Financial Accounting Standards
No. 109, Accounting for Income Taxes. Also, net additions to property,
plant and equipment of $10.8 million have been made since March 31, 1993.
-7-
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS
Financial Condition - continued
The Company's efforts to work down existing tobacco inventories and to
reduce purchases prior to receipt of customer orders or indications
largely account for the decrease in cash used for operating activities
from $135.8 million for the nine months ended December 31, 1992 to $24.5
million in the current period. Cash used for investing activities for
the nine months to December 31, 1993 consisted primarily of $23.8 million
of capital expenditures, which included $20.6 million for the tobacco
business, mainly in the U.S., Greece and Turkey, and $2.6 million for
the wool business, primarily in France. The reduction in cash provided
by financing activities, (i.e. reduced usage of short-term credit
facilities) reflects the Company's emphasis on reducing inventory levels.
At December 31, 1993 the Company had available short-term credit facilities
amounting to approximately $940 million under agreements with various banks,
of which $487 million were drawn, $158 million were being utilized for
letters of credit and guarantees and $295 million were unused. The
Company's credit facilities contain certain restrictive covenants with
which the Company was in compliance at December 31, 1993. Based on
current estimates, management anticipates that the Company may not be
in compliance with all covenants at March 31, 1994. Therefore,
substantive discussions to restructure certain debt agreements,
to modify existing restrictive covenants and to improve the Company's
balance sheet are taking place. Such discussions contemplate the
issuance of additional long-term financing. Management believes
the restructuring will be satisfactorily concluded prior to the
announcement of the Company's fourth quarter results and that the
Company's capital resources are adequate to meet its needs.
There were no changes in accounting policies during the period except
for those described in the notes to the interim financial statements.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS - Not applicable
Item 2. CHANGES IN SECURITIES - Not applicable
Item 3. DEFAULTS UPON SENIOR SECURITIES - Not applicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- Not applicable
Item 5. OTHER INFORMATION - Not applicable
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibit 11 - Computation of Earnings per Common Share.
b. The Company did not file any reports on Form 8-K during the
quarter.
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.
Dated: February 14, 1994
STANDARD COMMERCIAL CORPORATION
(Registrant)
By: /s/ Marvin W Coghill
---------------------------------
Marvin W Coghill
President
By: /s/ Guy M Ross
---------------------------------
Guy M Ross
Vice President and Chief Accounting Officer
-8-
<PAGE> 9
STANDARD COMMERCIAL CORPORATION
COMPUTATION OF EARNINGS PER COMMON SHARE EXHIBIT 11
(In thousands, except share information; unaudited)
<TABLE>
<CAPTION>
Third quarter ended Nine months ended
December 31 December 31
------------------- -----------------
1993* 1992 1993* 1992
---- ---- ---- ----
<C> <C> <C> <C>
PRIMARY EARNINGS PER COMMON SHARE
Income (loss) from continuing operations... $(412) $4,783 $(20,861) $16,618
Less - ESOP preferred stock dividends
net of tax............................... 121 121 363 242
--------------------------------------------
Income (loss) from continuing operations
applicable to common stock............... (533) 4,662 (21,224) 16,376
Income (loss) from discontinued operations 631 (275) 592 (705)
Extraordinary items........................ - 1 - 166
Cumulative effect of accounting changes.... - - 23 -
--------------------------------------------
Net earnings (loss) applicable
to common stock.......................... $ 98 $ 4,388 $(20,609) $15,837
=============================================
Average number of common
shares outstanding..................... 8,537,603 8,513,193 8,525,976 8,424,959
Increase applicable to
restricted stock awards.................. 24,439 - 22,486 -
---------------------------------------------
Primary average shares outstanding....... 8,562,042 8,513,193 8,548,462 8,424,959
=============================================
Earnings (loss) per common share
- from continuing operations............. $(0.06) $0.55 $(2.48) $1.94
- from discontinued operations........... 0.07 (0.03) 0.07 (0.08)
- extraordinary items.................... - - - 0.02
- cumulative accounting changes.......... - - - -
---------------------------------------------
- net.................................... $0.01 $0.52 $(2.41) $1.88
=============================================
FULLY DILUTED EARNINGS PER COMMON SHARE
Income (loss) from continuing operations
applicable to common stock............... $(533) $4,662 $(21,224) $16,376
Add
- after-tax interest expense on 7-1/4%
convertible subordinated debentures.. 825 825 2,475 2,475
- dividends payable to ESOP assuming
conversion to common stock........... 26 34 91 68
---------------------------------------------
Adjusted income from continuing operations. 318 5,521 (18,658) 18,919
Income (loss) from discontinued operations. 631 (275) 592 (705)
Extraordinary items........................ - 1 - 166
Cumulative effect of accounting changes.... - - 23 -
---------------------------------------------
Net earnings applicable to common stock.... $949 $5,247 $(18,043) $18,380
=============================================
Primary average shares outstanding.........8,562,042 8,513,193 8,548,462 8,424,959
Increase in shares outstanding assuming
- conversion of 7-1/4% convertible
subordinated debentures at
November 13, 1991.................... 2,126,348 2,126,348 2,126,348 2,126,348
- conversion of ESOP convertible
preferred stock at July 1, 1993...... 262,871 262,871 262,871 175,247
---------------------------------------------
Fully diluted
average shares outstanding..............10,951,261 10,902,412 10,937,681 10,726,554
==============================================
Earnings (loss) per common share
- from continuing operations............. $0.03 $0.51 $(1.70) $1.76
- from discontinued operations........... 0.06 (0.03) 0.05 (0.06)
- extraordinary items.................... - - - 0.01
- cumulative accounting changes.......... - - - -
---------------------------------------------
- net.................................... $0.09 $0.48 $(1.65) $1.71
==============================================
*The calculations of fully diluted earnings per share for the 1993 periods shown above
include adjustments which are antidilutive. Fully diluted earnings per share as shown
on the face of the income statement are therefore equal to primary earnings per share
for the periods indicated.
-9-
</TABLE>
